Shingeki no RWBY
by Monstrel45
Summary: This story is set in the alternate version of RWBY, in the SnK World. Is the Ruby Rose we know one of a kind? If she was put into a darker world, filled with more misery and pain... Will she still rise up to be a noble hero? Will she succumb to the darkness and fall into despair? Or maybe she will give into her hatred and turn into the very monster she swore vengence upon?
1. Chapter 1: A Grimm Day

_******I had this idea and I just had to put it in words. It's pretty much a Attack on Titan and RWBY crossover. This story will be an AU of RWBY where the people of Remnant are in the Shingeki no Kyojin. The Schnee Dust Company still discovered Dust and developed advanced technology fairly recently. The Faunus Rights Revolution still occurred, Faunus are still prejudiced but the White Fang isn't the main concern for obvious reasons. Instead, Remnant is invaded by Grimm, which not all of them are giant sized but still dangerous notheless. The world is protected by Huntsmen/Huntresses who use Remnent weapons to fight the Grimm on equal ground. **__******I enjoy RWBY and Attack on Titan and I thought 'why not combined the two of them?' I love plots about human civilization using ridiculously-cool weapons to fight against monstrous man-eating creatures who want to friggin' kill them all.**_

_**Before continuing: I will use elements from both shows, but most the characters will be from RWBY. Also, tons and tons of OC's, as I will need to feed the Grimm and a few to survive to show the main characters don't carry all the weight of the plot. **__**I will include shipping, mostly between teams. I'm still not sure who I should pair up with members of Team RWBY (No Yuri). JNPR is easy, however romance isn't the main theme of the story.  
**_

_**I don't own RWBY or Shingeki no Kyojin (Attack on Titan). The cover page was created by Jipooki on deviantart and not by me. Please don't sue or remove.**_

* * *

**The Fall of Vale Arc**

**Chapter 1: A Grimm Day - Prologue.**

* * *

_Legends. Stories scattered through time. Mankind has grown quite fond of recounting the exploits of heroes and villains, forgetting so easily that we are remnants, by-products, of a forgotten past. Man, born from dust, was strong, wise and resourceful but unfortunately he was born into an unforgiving world._

_100 years ago, mankind suddenly discovered previously unknown creatures. An inevitable darkness – the phantoms of destruction; the creatures of Grimm - set their sights on man and all of his creations. Demons with animal features; they came in a variety of different shapes and size. With their speed, strength and most importantly, regenerative powers were too much for man´s feeble attempts to destroy them, most of the world's civilizations were quickly annihilated by these dreadful beasts. The two forces clashed and it seemed the darkness was intent on returning man's brief existence to the void. They drove man to the brink of extinction, he had never fought these mysterious monsters before and it seemed hopeless. _

_But however, the last remnants of the mankind built 3-layered, highly advanced walls that surround the capital and its territories on the continent of Vytal. They stood up to 50 meters tall and were 10 meters below ground as protection from the fearful creatures. These walls were named: Sina, Rosa and Maria. Appropriately, the nation was named Remnant. The great walls held peace for a century but now, peace is beginning to fade away as a new imminent danger arises. _

_So you may prepare your alleged 'guardians', worship your supposed 'deities', build your monuments to your so-called 'safe world' but take heed... there will be no victory in prayers._

_It truly is such a Grimm situation. _

* * *

_(Year 845: Outside the walls_…)

:D

A cold, night fell over the eerie forest of redwoods. In the shadows of the night, a large, dark figure crawled out from a dark, unfamiliar world and quietly disappeared in the darkness. Whatever it was … it wasn't human.

Elsewhere, several more figures galloped silently in the twilight. The force was a lead by a blonde-haired man in his late 30s. Like his men, he rode forward on a horse and was dressed in an army uniform draped with a green cloak. His emerald coloured eyes felt like they were piercing into your soul if you looked into them.

Under the giant, full moon that shone down over the forest, they found the creature they were looking for. A Grimm. He watched over his combatants, making sure they were prepared for the assault. His eyes narrowed slightly as he turned his head to the left.

D:

Closing in, they break into five groups and start using their 3D Maneuver Gear. They were part of a group of specialised soldiers that were of being hunted and desired to fight back their mortal enemies. To give them a taste of mankind's power.

The leader ordered everyone to get ready to fight, having a single target. They noticed the target approaching: it was a big one, 14 meters tall, but what sent chills down their spines was the low sinister, giggling it made. Like a hyena. The formation split into groups of decoys and attackers. Using their high-tech equipment, a brave soul reached the monster in an attempt to slay it.

"Moses! Look out!"

* * *

ooooo

_"But perhaps victory is in the simpler things that you've all long forgotten. Things that require a more smaller, more honest soul." _

ooooo

* * *

_She was so cold. She feel...lonely. Her surroundings were dark and cold. Slowly, it started to get brighter. What she saw was inconceivable._

_She saw what was left of her friends and family. A white-haired girl and black-haired girl lay dead on the cold snow. She tried to call them but she couldn't. She can't even speak nor move. She stood there, unable to do anything. Not far from her she saw blonde-haired girl fighting for her life. She's fighting a monster. A creature of darkness._

_Her sister badly wounded, not realizing that the demon was actually the one she loved the most. She tried to reach her but she was slowly growing distant away from them. The more she tried to reach, the further it seemed she was away from them. But it was too late. The creature clawed her sister in the gut. Blood spatter on the floor. Her teen fell like a lifeless rag doll… on top of a mountain-sized pile of bloody victims. The creature was about to devour her and she scream at the top of her lungs._

_"SSSSTTTTOOOOOOOOOOOOOOOOOOOPPPPP!"_

xxxx

"_Ruby! Ruby!'_"called out a voice. "_Ruby, wake up!_"

"Huh!? Big sis?" the dark-haired girl's eyes franticly opened and revealed a face right in front of her, with big purple eyes staring down at her. It was her adoptive sister, Yang. "What's going on?"

The older girl wore a long pink one piece dress with a white jacket, black shoes and an orange scarf around her neck. On her left wrist was a silver bracelet. She had long, flowing blonde hair.

:D

"Hey lazybones, get up! It's about time to head back home. It's getting dark now, you know how your mom worries" she chirped, as she skipped over the field of flowers, the petals brushing against her pink dress. "Hurry or we'll miss dinner. ~"

"O-okay..." Ruby stood as she rubbed her eyes and brushed the dirt off of her dress. "I must've had a really long dream…" she noted. "A really long, weird dream."

Ruby had a fairly long, yet rounded child-like face and sizeable, silver eyes. She has short dark black hair with red streaks and her bangs falling naturally into a middle-parted curtain-type style. She wore a red blouse with string tassels at the collar, a black skirt, a maroon coat and simple brown shoes.

"What was it about, Rube?"

"I… I don't remember… But I feel like I've had it before…"

This caused the blonde girl to raise an eyebrow but decided to leave it, as she picked up her stick rack, which Ruby was supposed to be helping with. When Yang looked on her sister's face, she noticed that tears were flowing down her cheeks, like she was crying.

"Why are you crying?" the older sibling asked.

"Huh, crying? Wh-What? I'm not… crying." Ruby wiped out her tears. "I guess I was having a nightmare."

D:

Yang hugged her tightly, as her sister embraced her back and was shushed by her. "Shhh, it's okay. It's just a dream. I'm here."

xxxx

_(Later on, in the town of the Vale District…)_

ooooo

_"Hear me! The walls were created with God's wisdom!_ _The walls are the work of God!_ _Not one soul shall dare desecrate these sacred walls!"_

ooooo

Ruby and Yang walked together through the streets of the Vale District, ignoring the stupid wall preachers, just after running another errand from gathering firewood when they happened to reach the gate. The nation of Remnant had three walls protecting them; the spaces between them are roughly in area. Maria and Rose are 100km apart. Rose and Sina are 130km apart. Sina is 250km from the centre, where the Royal Family lives. They were made of a special type of rock that uses the Aura the inhabitants leek out subconciously as an invisible dome both over and under. This way nothing without a soul could fly in or dig in.

"Well, while you were napping I got most of the sticks like we were meant to" the older sibling smiled.

"Great, now you're making feel guilty" the red girl pouted.

"Does that mean you'll stop snoozing everytime we do our chores?"

"Nope!" As they were on their way home the younger sister turned to the older one, as the girls walked through the inner town of Wall Maria. "Hey, don't tell anybody that I was crying" the redhead insisted.

"Don't worry I won't ~" the older sibling sang. "But if you should let your dad take a look at ya, if you had tears in your eyes for no reason" she remarked.

"No way!"

"What's the matter Ruby?" said a voice behind them. "What are you crying about? Did you and Yang have another scuffle, again?"

:D

Suddenly, a flushed-faced soldier appeared before them. He was fairly tall, 6'2 ft., and like all military soldiers, he wore the typical short light brown jacket, a light-coloured shirt and a dark brown sash around the waist covering his hips. He wore white pants and dark brown knee-high leather boots. Strapped around his waist was his 3D Maneuver gear. On both of his shoulders and the front left pocket was a symbol of two roses which indicated that he was part of the Signal Guards. He had spiky, dark grey hair; aqua-green eyes, a faded goatee and face that looked middle-aged, with a large black scythe tied to his back.

"Hey Uncle Qrow, still going drunk today?" Ruby gave a concerned look to the old Signal Guard private, as she sniffed the air. "You reek of booze!"

"It's our business, dere's nothin' *hic* wrong with dat" called a brown-haired boy from the other side of the gate that was enjoying a drink with his fellow soldiers, laughing. "You two wanna join us?"

"We're underage!" shouted Goldilocks.

XD

"Hah Ruby, what are ya' little girls *hic* doing here?" asked Qrow Rose. Their Uncle leaned against a wall with his arms folded across his chest. He was considered a prodigy and that people believed that he had the same potential as Captain Levi.

"...Nah, just nothing" she grinned, before turning to a neutral face. "By the way, I don't you think it's dangerous to be drunk on the job."

"Don't fret *hic* I'm just watching the gates" he shrugged, easily. "We've been here all day and didn't have any trouble. It's rather *hic* boring. Hehhehheh."

"So standing around and doing nothing is work..." smiled the blonde dully to no one in particular. "That's our Uncle Qrow, folks."

"Uncle, when are you gonna teach me to use a scythe again?"

"Girl, I ain't ever gonna do that again!" he yelled, with pure fear in his eyes. "Your mother said if I ever taught you how to fight again, she'd hit me with one of her 'infamous, exploding nutsack techniques'!" he shuddered. However, she failed to notice her little sister frowning.

"But Uncle Qrow, if I can't fight and you're drunk how are we going to protect ourselves, when they break the wall and come in?!" Ruby pointed out in annoyance. "How are we going to be ready to protect everyone from the Grimm from down here?!"

A moment of since followed.

"Ouch" Qrow muttered, holding his head. "Ruby, don't say things like that out loud. You're really gonna make my ears bleed ."

:D

The youngest of Qrow's companions stood up and walked over to them. He was a lean built, 15-year old and wore the standard uniform. He stood 5'5 ft. and had dark brown hair and sharp features. However, his most distinguished features were his long, pointed light brown ears and a black-and-white ringed-tail, indicating his status as a raccoon Faunus. His name was Craig Takuni.

"Well, *hic* if it ain't Dr. Thorne's kid" he slurred. "Ya got spirit kid. If they do end up breakin' the wall, we'll do our jobs ta handle something like *hic* dat" he continued. "But ya know what? Not once in the past *hic* 100 years have they broken the wall. That ain't gonna change."

"Still! The only thing separating us from being eaten alive by monsters is… One. Damn. Wall!" Ruby, interjected. "Daddy said its times like these when were in most danger!"

"Dr. Thorne said that?" Qrow asked, almost absentmindedly. "Well, he's usually right about these things. He saved our town from a plague before. We can't thank him enough. But the Grimm are a different story." He turned and looked at the town behind him. "I see Grimm walking around all the time when I mend the walls. But speaking as a Huntsman, I don't think they can do anything about this 50 meter wall. I mean, the biggest Grimm ever recorded was only 15 meters."

"S-so…" Ruby asked hesitantly, hoping that they would prove her wrong . "You aren't prepared to fight them?"

"Hmmmmmmmm… Nope."

"What?!" Ruby exclaimed. "How about you stop calling yourselves the 'The Town Guards' and call yourselves 'The Wall Menders'?!"

"Has a nice ring to it" Qrow laughed, infuriating Ruby even more. The old man knew she gets her temper from her mother. "But Rube, when people see Hunters fighting, they know something bad has happened. Everyone's really much happier when we're doing nothing and getting called useless freeloaders."

XD

"But it's always better when we know what's happening all around us and not be ignorant of everything" Yang cut in as she stepped into the soldier's view. "We all become aware of everything and not go into a panic and cause chaos when the time comes. We can never know what the Grimm has in store for us but its best to be ready."

Her sister soaked up her words like an addict. "Yang…"

"I think Ruby is trying to say is we're living like caged livestock, bred to die at the right place at the right time" the blonde continued. "We're trapped within the safety of these walls but for how long?" Qrow, who understood her words, sported a look of pain and guilt.

The young Signal Guard chuckled. "Snap, these lil' lassies sure know how ta *hic* talk smart. Ain't she the girl the Roses adopted?"

"Yeah, not like you can do anything about it, *hic* right Qrow?" another companion of Qrow's mocked. "Being told off by a pair of *hic* schoolgirls, you must be losing your touch, old man."

"Ah shut it, you lazy drunk…" the old man murmured.

"That's right kettle, listen to the pot" the older sister said cheekily, walking away from the drunkards. "We have to go home, now. Bye Uncle Qrow!"

"See ya!" chirped her little sister. After speaking their mind on the situation, the two sisters continue on their way.

:D

"Those two are silly! Ahahahaha! What buzzkills!" they laughed. "Cynical little snots…"

"Yeah! We were just having some fun."

"Who's that girl, again *hic*?" asked the other Signal Guard nearby Qrow.

"Oh her? She's my niece, Ruby. She's the daughter of my best friend, Thorne Rose, who saved 800 lives from a plague. He's married to my younger sister, Summer."

"Ohh… who's that brat, again?" This caused the raccoon Faunus to sweatdrop.

"Oh well, c'mon guys our shift's finished, lets drink up" he smirked, baring his fangs. "No point lettin' the booze go ta waste, right? The Grimm ain't gonna drink fer us."

"_Ruby… do you plan on joining Beacon?_" he wondered, as his friends mucked around.

xxxx

_(Later on the main road of Vale District_…)

D:

Once they were a good distance away, the redhead spoke up. "Thanks for supporting me back there, sis."

"I'm just glad I'm not the only one who thinks the way I do" she answered, before frowning. "Though, I don't think you should join the Beacon Corps" she discouraged.

"Why not? You don't think they're stupid, too?" Ruby pouted, cutting her off.

"Ruby, I'm not saying they're dumb or anything" Yang continued, in a more serious tone. "It's just that…"

Suddenly, the bells rang, cutting her off and signalling the return of the Beacon Corps.

"Hey look Yang! It's the Beacon Corps! They're back from their mission! The front gates are opening" Ruby exclaimed, promptly. She looked at her sister expectantly and dragged her by her wrist uncomfortably to where the bells were. "Let's go, sis! The heroes have returned!" she declared.

:D

The Beacon Corps. They were only branch of Hunters that venture outside the walls. Crowds have gathered on the road, cheering for the squad that came from their last mission.

Ruby cheered, as she barged through the dense crowd. "Oh boy, let's see 'em."

At the front of the squad was the Commander of Beacon himself. The blonde-haired man noticed the two little girls praising him and gave them a small smile of appreciation, before looking away in shame to the girls' confusion. As the full parade came through town, Yang couldn't help but comment on how so few have returned as she looked at the survivors, with the remaining ones being injured as well.

D:

They arrived at the main street and could only watch as the terrorized expressions of the Beacon Corps passed them. Soon after, the cheers faded as they saw the faces of among the Hunters, shocked from horrors of the frontline, they never even flinched. They looked like they saw some serious shit. Then, an old woman came by to approach Keith, a Captain of the Beacon Corps, to find her son, Moses. They could only sympathize as the poor woman came looking for her child, only to be given a severed arm, that was all that was recovered.

"That was the only part of him we could salvage" the man said, solemnly. "I'm sorry, ma'am, I really am."

Seconds later, the mother knelt down as she clutched the arm close to her and wept in despair hearing about her son's death. The man she had spoken to knelt down to the broken mother but before he could utter a word, the woman spoke.

"But... my son... he was useful, right?" she choked out, as if trying to rationalize this. "He might not have been of direct greatness but he at least died helping mankind fight back, didn't he? His death contributed to humanity, even if in a small way, right?"

The man's face showed his surprise, shocked by the woman's question. It was like she was begging him to tell her if this sacrifice was worth it.

D:

"Of course!" the captain said, in a desperate attempt to drown his own feelings of horror, grief and guilt. He hesitated. "No…" he whispered. "During this mission, we... No, even after all of our missions, we still haven't made any progress, whatsoever!" the man cried out. "I am a failure! I've just gotten my men killed left and right by my incompetence! We haven't learned anything useful about the Grimm at all!" he wailed, hysterically. "OUR EXPEDITIONS HAVE ACHIEVED NOTHING SINCE WE STARTED!"

"Well… that was heavy…" noted Yang. Her sister was unusually silent, as she looked across the crowd.

D:

"Talk about gruesome." Some of the soldiers were giving out petitions about joining their military branch to see the world outside and help fight the Grimm, it seemed they were desperate to take anyone at this point. It was completely irrelevant to say what the civilians' response was. You couldn't really blame them.

"You can say that again."

"Seriously man, what a waste of tax money…" complained a fellow townsman, as the soldiers left. "Bringing out Huntsmen to the outside area to make their foothold but they died for nothing."

"So all we've been doing is offering our so-called 'Hunters' as free lunch?"

"No wonder they're called the Beacon Corpse…" another citizen spoke.

"Indeed" agreed another bystander. "Anyways, I blame the military for thi-*Bonk* Ow!"

The annoyed onlooker turned around franticly to a 10-year old girl holding a pebble in one hand, with an angry expression on her face.

"Hey kid, what's your problem?!" he retorted, preparing for retaliation.

"I will-gah!" But then, she was interrupted as she was pulled away by her adoptive sister from the angry man.

D:

Afterwards, Yang quickly dragged her impulsive sibling into the alleyway away from the crowd and dropped her onto the ground, causing the firewood that had been bundled on the redhead's back to scatter across the floor.

"Yang! What gives?!" she exclaimed. The girl grabbed a stick from the nearby woodpile intending to go back to the crowd that insulted the Beacon Corps, to get them to at least shut up, when the blonde caught her and held her hand in place.

"Ruby, don't" the older sister chided. "It's not worth it. Some people just don't understand no matter what you do. Just drop it."

Slowly giving in, Ruby dropped the stick and Yang released her grip on her hand. "I hate it when you make sense…"

"Ruby, you could've got us into trouble!" Yang retorted. "What if your mom heard about us getting into a fight with a grown up?!"

"S-sorry…" After a brief pause, Ruby and Yang picked up the scattered wood. "Let's just go home, sis."

xxxx

_(1 hour later, Vale District: The Rose residence…)_

:D

"Mom, Dad, we're home!" Ruby called out. They finally arrive to their house, after getting lost a few times on Yang's useless directions.

"We brought sticks ~" her sister cheeped.

"Ah, Ruby, Yang, Perfect timing for dinner" Ruby's mother said. "And I thought that you two were coming late."

Ruby's mom was beautiful, her was face was more like of her daughter, even she had long, flowing reddish dark and glowing silver eyes. She wore a beige dress and an apron. Her name was Summer Rose.

"Well, looks like the girls are home, welcome" their father added, taking a sip of tea and continue to read the newspaper. Like his daughter, he had combed, black hair but also lime-green eyes, he also had a faded black beard and square-lensed glasses. His name was Dr. Thorne Rose and he was one of the best doctors on the outer walls.

After a hug and a kiss each from their parents, the two girls put their firewood away.

:D

"Wow, Ruby! You actually worked hard today!" Summer smirked knowingly, making her daughter feel uncomfortable. "That's a lot of sticks you've you got there. You're quite adept at seeking and collecting wood."

"Yeah, I guess…"she was _really_ uncomfortable. "What do you mean?"

"I'm just so proud my daughter can take so much wood on her back" she whispered slyly, to the little liar.

"Ewww! Mom, you're not supposed to make those kinds of jokes!"

"Says who? The 'Mom Police'?"

"Yes!" Suddenly, she felt a tug on her ear. "Ow!"

"Well, the 'Daughter Police' says you can't lie to your mother, young lady" she popped a vein. "Yang helped you, didn't she?"

"Only 80%" the blonde chimed.

xxxx

_(Half an hour after dinner_…)

XD

"Seriously, dear. You have leave town again for 6 days" Summer exclaimed while doing the washing up, obviously not happy by the news. "But you just got back from the last work in the interior!"

"I'm afraid so, darling" the doctor announced. "Those patients aren't going to examine themselves, are they?" he chuckled, as his wife got up to wash the dishes.

"Mom… can I ask you a question?" Ruby asked, wanting to reveal something important.

"Hm? What is it dear?"

"Well, when I grow up, can I join... the Beacon Corps?" she told her, timidly.

At this moment, silent filled on the air, her mother couldn't reply but beads of sweat flowed on her forehead, shocked, hearing her daughter's words, moments later, the silence breaks along with the dish being washed.

"...No…" Summer replied, calmly.

"Huh? Why?"

"Ruby, I said no, I forbid you" her mother crossed her arms. "Even I will not apply you into the military for the rest of your life."

"What?!"

D:

"Where did you even get such an idea from?" Summer was clearly getting more enraged by the second. That was one of the few things in this world that could scare the other three occupants of the house.

"But mom I-!" the little redhead objected.

"Do you have any idea how many Hunters get killed out there?!"

"Yeah, I know!" the little girl answered, sharply.

"Then why, Ruby?" The sound of Thorne's calm voice had a soothing effect the women. "Why do you want to go outside the walls?" he questioned, politely.

:D

"I want to see the world beyond through my own eyes, daddy" she stated, her tone bubblier now that her father was listening to her. "I don't want to stay locked up inside the walls for the rest of my entire life without knowing what's going on out there!" she told, gaining everyone attention, much to the discontent of her mother. "Plus, I want to pick up where the Hunters before me left off so their sacrifice won't be for nothing. I mean, if I don't take their place then who else will? Otherwise, it would all be in vain if we just give up!"

After a brief moment of digesting this information along with their dinner, the raven-haired doctor rose up from the table. "I see. Well, my boat's about to leave" he said, as he got his crimson red hat and scarlet coat. "I better get going, now."

"Hold on, dear!" his wife followed suit. "Talk some sense into our daughter!"

Thorne simply planted a kiss on her lips, causing the younger girls to gag. "Summer, a child's curiosity isn't something one can restrain with just a lecture" he replied. "When somebody's on a quest, there's no such thing as talking them down. Besides, I haven't personally seen what's beyond the walls so even if I did try talking her out of it, my words wouldn't hold much weight to it."

His wife looked away in defeat, only Goldilocks noticed. As the husband got ready to leave, he then shifted his loving gaze to his daughter.

:D

"Ruby, when I get back, I'll show you what's in the basement" Thorne told her. "It's a Rose family secret and I think you're finally old enough to know, now." He stated with a smile, as he showed her a golden key.

"R-Really!"

"Can I see, too?" Yang asked, nicely.

"Sure, I can't see why not. Take care, girls."

With a wave and a goodbye, Dr. Rose left for work… not knowing when he would return.

Ruby frowned, her father wasn't against her but she wasn't sure if he was supporting her, either. Her father always left without really explaining anything, like when both her parents were explainning the 'birds and the bees' to her.

D:

"Just forget it, Ruby" her mother insisted. "Joining the Beacon Corps is a foolish idea."

"Huh? Do you really think it's stupid!?"

"Do you want to die?!"

"I wanna make a difference!"

"You'll just get eaten by the Grimm!" her mother shouted, angrily. "Why can't you just be grateful with what you've got, girl?!"

"Oh, how supportive of you (!)" the redhead daughter shouted back. "Well, aren't you just mom of the year (!)"

"Well excuse_ me_ for worrying about your safety!" she seethed. "Listen, young lady! I will never let you to join the military because-"

"It doesn't matter! I'm joining in, anyway!" the redhead argued, irately. "People who don't mind buying their safety at the cost of living like cattle are the dumb ones! I thought _you_, a Huntress of Beacon, would get that!"

D:

Sick of quarrelling, Ruby stormed off from her house leaving her mother and adopted sister alone in astonishment by her words. The red-haired woman cursed the fact her daughter inherited her bad habit of getting into trouble.

"Yang…" Summer spoke, to her 10-year old adoptive daughter. "Get Ruby back i, I need to tell her something important, about why I left Beacon. Please, if anything happens, watch out for her" she pleaded, to which the older girl nodded.

xxxx

_(Later, somewhere in Vale District that evening…)_

D:

It had been a long and gruelling day for Ruby Rose. First, she had a nightmare that couldn't remember that made her cry. After the meeting with her uncle, she discovered he and his friends spent most of their time getting sloshed than worrying about the Grimm. One even had the nerve to call her a buzzkill! Well, she'd be less likely to kill their buzz if they were less buzzed while creatures out there were trying to kill them all. If it wasn't a problem, they might as well keep the gates open forever. It was times like these she detested the Signal Guards, they were almost as bad as the Sanctum Police...

Next, she saw that her childhood heroes weren't the brave hunters she imagined them to be. Then, she got in a big fight with her mom who was deadest against her. She couldn't understand it she was her mother and a renowned Huntress at that, she expected her to be the most supportive for her.

The little girl signed tiredly as he walked up a hill away from her house, kicking a pebble. It wasn't as if life here was bad, she just yearned for some kind of adventure. Maybe she could talk to her only other friend without getting into any more trouble?

D:

Ruby looked up to find three familiar idiots harassing a boy with a round face, framed by his blonde hair and he has round baby-blue eyes. He was about the same height as Ruby and wore a long-sleeved suit-like jacket with a collared shirt, black dress-pants and brown shoes. Now, three bullies began to beat up the helpless 12-year old in the alleyway.

"Hey blondie" the fat thug asked him musely. "Tell me something about your so-called story on the 'Outside world'?"

"Wh-why? Why do you have to pick on someone?" the blonde boy asked the group. "Just for some... no, nothing? It's just because I think differently from you."

"What's matter heretic?" taunted the big, spiky-haired leader, as he slammed the scrawny boy against the wall. "Too scared to fight back?"

"As if I'd go down to your level!" he countered, getting on their nerves. "You know I'm right! That's why you're trying to beating me up. Even though I have a different opinnion you can't prove I'm wrong!" he stated, with newfound confidence.

Unfortunately, the more he used reason, the angrier the boys got. "Shut your damn mouth, you smartass!"

D:

Just as he is about to get hit… "Hey, stop it!" an innocent voice interrupted. "Leave him alone!"

As the three boys turned around and saw the girl known as Ruby show up and ran towards them to save her close friend. She scowled at the sight of her friend being held up against the alley wall by the leader of the three cowards. But she was further incensed when the boy raised his fist to punch the smaller kid.

This successfully drew their attention off of their victim and set their sights on the redhead but in hindsight she didn't make a good decision. She didn't have the strength to fight off all 3 of them but her his friend being harassed brought out her instinct to protect.

"Oh look who it is here! It's that little red riding hood" the bully commented, while he began to crack his knuckles.

"Have you come for an ass kicking too, Rose?!" the smallest one taunted, as he spun in joy. "What an idiot!"

Ruby scoffed. "You three have never beaten me in a fight. What makes you think that you can beat me up now?"

The leader smirked. "You may have won against us one-on-one but there's way you can beat the lot of us together by yourself!"

The cocky look on Ruby's face faltered for a moment and a gleam of triumph appeared on each of the bullies faces.

"We get to smash Rose and Arc in the one day!" the leader laughed.

"We'll tear you a new one!" the ugly one nodded, trying to be brave. "You don't scare us!"

"Huh? Uh, guys" spoke the other one, nervously.

XD

At this moment, they caught sight of a very angry, lilac-eyed Yang who appeared behind her. Their excitement turned to horror however when they suddenly noticed the girl had a dark look on her otherwise pretty face. "Hey, enough! Let him go, you cowards!" the blonde girl shouted out.

"Aw crap!"

"She's got Yang with her!" they realized they had no hope of winning, now.

"Screw this! I'd better get outta here!" that caused the cowards to go in a full retreat.

As the cowards ran away, the little boy watched in amusement when suddenly the three bullies ran past him in fear from the look on Yang's expression. He couldn't blame them. Nobody would want to deal with a pissed off Yang, especially when she was protecting one of her friends.

XD

Ruby came to a stop just in front of him and she was panting heavily from the abrupt sprinting. "Ha! They ran away the second they saw me" she grinned, victoriously.

Yang rolled her eyes and the boy piped up after he got back onto his feet. "No, they ran away when they catch sight of Yang."

Just as the young blonde boy took a step, he fell to his knee in pain causing the redhead to hold her hand out towards him in concern. "Hey, are you okay, Jaune?" she asked. "Do you need help?"

Jaune looked at the hand and he shrugged it off stubbornly. "No, it's good. I can stand on my own, Ruby" he retorted. Jaune looked up to give her a small smile. "But thanks girls, I was doomed from the start."

"You're welcome, Jaune" Ruby grinned to her friend. "As if we'd ever forget about you!"

xxxx

_(Later, in the Vale District: Riverside…)_

:D

The trio decided to head down to the river so they could enjoy the scenery while they talked. Jaune sat at the top of the staircase and she was telling Ruby, who sat on the ledge with her feet hanging over the edge, about what's been going on in his life.

"So, your parents haven't returned from the outside world, didn't they?" Ruby asked.

"I don't know what happened to them" Jaune Arc sighed, solemnly. "It's been 4 months; they probably ended up devoured by the Grimm."

"I see" Yang placed her hand on Jaune's right shoulder with a warm smile. "But you still have you're grandpa with you and you've got ol' adorable us."

"...That's nice both of you..." he smiled, feeling a little better.

As the three children hung by the stream, Jaune Arc began to explain the source of his assailants' anger, shedding some light on his assault.

"I said mankind needs to go outside sooner or later. So after telling them that they hit me and called me a heretic" Jaune finished his story.

"Damn it…" Ruby muttered, as she threw a pebble into the canal. Jaune was one of the few who believed people eventually needed to explore beyond the wall and had the guts to even mention leaving the walls, rendering him as one her only friends to her silver eyes. It really bugged her, the fact that others looked down on him and called him crazy because of that. "We just want to go outside, why does everybody hate us solely for that?"

D:

"Well, it has been peaceful living inside these walls for the past hundred years" Jaune responded. "They're afraid the Grimm might get inside when people carelessly leave the walls, so the King's government effectively made it a taboo for the public to show _any_ interest in the outside world."

"It does make sense" Yang murmured, understanding their reason.

"We're risking our own lives. We can do what we want with 'em" Ruby stated, still a bit annoyed. "So it's our business!"

"I won't let you do that" the two looked at Yang. She sat at the bottom of the stairs leaning against the wall underneath Ruby. The older sister continued with a serious tone. "No way, hoese" she argued bluntly, from her position.

"Yang! C'mon!" Ruby cried out turning her head to her sister, believing she wasn't on her side. "Why didn't you stick for me when I told my parents?!" she questioned her, irritably.

"I don't remember you telling me beforehand" she shrugged calmly, causing her sis to pout. "Anyways, isn't there another way to go outside without joining Beacon? I'm surprised you haven't changed your mind after what you saw today." Ruby gave no answer.

D:

"You told your mom and dad?" the blonde boy asked, curiously. "So how did it go?"

"Well, mom wasn't happy about it at all" Ruby uttered simply. "And dad didn't really give me a clear answer. I should've known how they'd react…"

"I figured" Jaune sighed and smiled tiredly at her. He understood Summer's intentions. It was a mother's job after all to do whatever it took to look after her kids no matter how much they hated her for it. The woman had made a decision that Ruby didn't like and she had to cope with her frustration.

"Stupid mom… She can't tell me what to do…" the redhead sulked. She always missed out on the cool stuff because her, she just wanted to see something exciting happen…

"You're 10-years old and she's your mommy, I'm pretty sure she can" Yang's only response was a raspberry.

After a moment of silence, Jaune continued, "People are just fooling themselves if they believe that these walls will protect us forever. I mean, are we truly safe here?" he wondered. "Even though the walls have been intact for the past 100 years, there's no guarantee they won't be broken down right here, right now..."

The two sisters soaked in the boy's words like a pair of heroin addicts, in an eerie silence. After a while, they played and mucked playing gladiators with sticks as makeshift swords, like what normal little kids do. Half an hour later Ruby began to doze off as her body succumbed to its weariness.

* * *

**"Wake up, brat! You don't have any more time left! You need to get a move on! If you want the power to protect your loved ones, then you need to accept my aid! Now shout it out... my name is**-**"**

* * *

Ruby gasped and her eyes shot open when she felt somebody shake her shoulder fiercely. Her eyes looked into the beautiful eyes of Yang. She was having another weird dream, again. That brash voice she heard was a woman's but wasn't Yang's or her mom's or anyone else she knew… yet why was it so familiar?

The olden-haired girl got up. "Alright Jaune, it's been nice playing with twigs, contemplating mortality and discussing about the social stigma of Remnant but we need to be leaving, now" Yang began. "Ruby... c'mon let's go home."

"Okay sis, hope mom would-"

***BOOM!***

As soon as the words left her mouth, a sudden earthquake threw them off their feet and heard a thunderous bang! The ground continued to shake for a few seconds before it abruptly stopped, leaving everyone worried about what just happened.

"Wh-what was that!?" cried Jaune. "Was that a bomb!"

The three friends noticed that a lot of people seemed to be rushing off somewhere, possibly the source.

D:

"What's going on?" Ruby asked Yang, in a daze.

"It looks like something crashed into the ground outside of the wall and caused an earthquake" Yang deduced, causing the other two to raise an eyebrow. "I'm amazed that you slept through it."

"Yeah..." the redhead muttered and she quickly rubbed her eyes. There was something different about the dream this time. This time she felt a power well up within her along with a familiar name at the tip of her tongue but with the sudden awakening she lost it.

She shook her head and got to her feet. "Let's go see what's going on."

xxxx

_(Vale District: Town Central…)_

D:

It only took them a couple of minutes to reach the courtyard where a group of people were looking towards the front gate. Confused citizens started talking all at once.

"What the hell was that?" a woman shouted, fearfully.

"Was it an explosion?"

"It's came from over there!"

"Did something fell?

"I'm not sure."

Running out of an alley and into the open streets, Jaune led the girls to what was happening. He noticed some people looking at something up their direction and ran to find out what had caused the commotion first.

D:

"Jaune!" Yang exclaimed and rushed after him, with Ruby on her tail.

They followed his lead until he stopped in tracks with a look of fright plastered on his face.

"Jaune tell me, what's going on!?" the redhead asked, anxiously. "What do you see?"

At this moment, there's no reply, as the kids decided to look what their friend was looking at. The instant the sisters saw what he was looking at, they were stunned like everybody else.

They saw part of the wall covered by a large amount of black smoke rising outside the wall, as a giant, dark-scaled claw emerged from the smog, piercing and cracking the transparent Aura Barrier until it made a significant hole in it. The clawed hand grasped the top of the wall, digging its talons into it. Even from so far back from the wall, both could hear the crunch of concrete under the massive hand. Ruby's eyes went wide and slowly, a huge face lifted up from outside Wall Maria as the townspeople of Vale City began to shake in terror, a crocodile-like head of a monster was shown and able to look over Wall Maria and gaze into the barrier, it just seemingly watching the entirety of the town with its piercing red eyes.

DX

"What the hell is that?" a man's voice brought everyone from their stupor as they turned and saw with wide eyes staring up at the beast standing behind the wall.

"Are you kidding me...?" Jaune mumbled, with shock written on his face. "That wall is 50 meters high!"

"It can't be! I've gotta be dreaming" Yang gasped in a mixture of horror, fear and awe. "How can something be THAT big?!"

"It's one of them..." Ruby trembled, dreadfully. "…A Grimm!"

The whole creature resembled a scaled-up black Spinosaurus. It had a whip-like tail and short protrusions on its arms and thigs. Instead of a fleshy sails like their dinosaur counterparts, it had boney spikes on its back in an ascending and descending fashion, with the middle spike being the biggest. They were made of the same substance that made up its trademark white mask that covered the top half of its face, which had red markings under its eyes and 4 small horns on top of its snout. This Grimm most probably caused the earthquake but what set it apart from its brethren was its sheer size. 60 meters tall.

In years time, this giant will be known throughout Remnent's history by one name: The Leviathan.

ooooo

It was at this point; when mankind looked up horrified and saw what was before them they realised their lives would be changed forever… but they had no idea just how much...

...it was the beginning of the end.

ooooo

_Until that time a wretched soul and parted. ~_

_From God was I, wholly avaricious ~_

_Now, as thou seest, I am punished for it. ~_

_What avarice doth is made manifest. ~_

_In the purgation of these souls converted, ~_

_And no more bitter pain the Mountain hath. ~_

_What more, O Avarice, canst thou do to us, ~_

_Since thou my blood so to thyself hast drawn, ~_

_It careth not for its own proper flesh? ~_

_What more, O Avarice- ~_

* * *

_"Even the most brilliant lights eventually flicker and die. And when they are gone... darkness shall return."_

* * *

**_Hope you guys liked it. I know it's similar to the first episode in AoT but I just thought it would be the best way to introduce the main characters. As for the Spinosaur Grimm, it takes the spot of the Colossus because its believed Spinosaurus is the largest land carnivore ever to exist and most Grimm resemble predators, so it seemed fitting. Next chapter will have a Grimm tragedy, pun intended. If you have any questions or suggestions for me, the wonderful Monstrel, dont forget to review._**

_**I thought it was fitting having Qrow taking the role of that lovable drunk Hannes since the main charcters grew up with him. The story will be close to cannon but not completely the same, it'lll probably deviate from after Ruby's trial. But don't worry it won't be just a copied version of Attack on Titan, it'll still have some cutesy and funny RWBY moments.**_

**_Also, to those who have bothered to read this, have a look at my other stories while your waiting. Btw could you guys give me some ideas on Dust Weapons and their names in future e.g. for Qrow, Erwin, Levi, Craig, Hanji, Petra, Oluo etc. And yes, they will be using them in conjuction with the 3D Manuver Gear._**

**__****Anyways, hope you all enjoyed it. ****__****Peace out! XD**


	2. Chapter 2: A Grimm Tragedy

_**Hey guys the Monstrel's here for you growing reviwers. I tend to keep Shingei no RWBY near cannon while going off somewhere later on. I hope you like it. Anyways, I've taken my time to look at your reviews and respond to them (I do this a lot).**_

InterestingAuthor345**: _Yes, I've read the manga I still can't Hannes died like that. This always happens when I read Attack on Titan, once I start liking a character they get killed off soon after. I'm not sure if gonna have Qrow die like that or kill him off at all but don't be afraid to give me ideas. _**

AnAustrialianGamer**: _Thank you very much._**

Dusk Mind**: _To be honest I'm not sure how that happened but I can assure you I didn't copy from you, it was a coincidence, really it was. Anyway, I've changed it now and I won't let happen again. Please don't sue._**

_**Well here's chapter 2! Enjoy! I don't own RWBY or Attack on Titan**_

* * *

**The Fall of Vale Arc**

**Chapter 2: A Grimm Tragedy – Summer to Fall.**

* * *

xxxx

(_At the Town Centre_...)

The citizens just stared wide eyed at what for many was the first Grimm they had ever seen… and their last. Nothing could prepare them for what came next.

Its head rose high above the wall for a few moments before pulling back. All everyone could do is watch in terror, as the actions of the Leviathan became clear to them all. The Spinosaur Grimm gave a massive kick on the gates of the outer wall, as a massive explosion caused rocks and broken buildings went flying through everywhere like meteors, crushing countless houses and killing innocent people on the streets and followed with a huge shockwave of dirt that blew the citizens off their feet. However, outside the breached city walls, more trouble was coming.

D:

"I-It broke a hole through the wall..." Jaune murmured, kneeling on the ground in shock.

As unexpectedly as it appeared it vanished in a puff of smoke. But what happened afterwards caused greater concern. For some reason, the Aura Barrier became visible in a translucent whitish colour, slowly evaporated into thin air. In its place was nothing to protect them.

"It's destroyed the barrier!" yelled Yang, terrified.

Suddenly, a Beowolf came through the large hole big enough for its giant-sized relatives to walk through; it was relatively small but was more than enough to generate panic as it attention to dinner.

"One got inside!" a man

"The Grimm are coming!"

"Everybody run to Wall Maria!"

"Quick or the Grimm will devour us all!"

The creatures first entered in ones and twos. Then, threes and fours. Then, by the dozen. Until, an entire horde of Grimm easily entered the city and began attacking people. For the first time in a hundred years, there was now nothing that could stop these man-eaters from destroying the Vale District.

Panic couldn't properly describe the pandemonium that erupted from the people of Vale, as the all tried to flee to Wall Maria. The townspeople began screaming in terror and ran franticly to find safety.

D:

"W-We gotta get outta here, girls!" the boy suggested, shaking in fear. "Quickly! Before those things get us!"

However, the raven-haired girl noticed the damage to the residential areas and a boulder flung on top of a familiar house. She bolted off in the opposite direction from the crowd and she headed towards the hole in the wall.

"R-Ruby! Where are you going?!" Yang shouted, in confused terror.

"Our house is over there!" she exclaimed worryingly without a glance, as she ran off. "I've gotta find mom!"

Ruby began to run to her neighbourhood alongside Yang and headed back home. Of course, Jaune was left behind on the town central as he tried to call out to his friends hoping to warn them of the dangers but to no avail. He tried desperately to calm down and grasp what was happening but tears began to flow through his face and dread enveloped him in its icy grip.

"_Oh god. Oh god! OH GOD! I-Its over!" _he thought, in despair. "_Th-This town... Is... Overrun by the Grimm!_"

"_Jaune! Jaune! Are you okay?!_" A familiar voice brought back to his senses.

:D

"G-Grandpa James!" the blonde said, as the old man grabbed Jaune's shivering arm to keep him from being separated in the chaos. Apparently, he had spotted the boy in streets after the big explosion. "Since when did you get here!"

"Jaune, thank goodness you're alright!" James exclaimed, in relief. "They're evacuating the citizens to Wall Rose!" he informed him. "We're have to leave this place be the."

The grandson nodded in assent and the both of them ran to the boats.

"Grandpa! What about Ruby and Yang?" Jaune asked, in shock.

"They'll be fine" he assured him.

xxxx

(_On the frontline_...)

"_There's a way to kill them... I wish I remembered before I charged in like this_" Craig thought to himself as a Nevermore turned its attention from the civilians to him.

His eyes narrowed as she brandished his weapon: a gold-coated whipsword named the Gilted Slasher. In sword mode, the raccoon boy sliced off the incoming talons that reached for him as he twirled to the side before the toes grew back quickly that's to the Grimm's instant regeneration. The teen's eyes eyes widened in shock as the same claws reached for him and he jumped off the building he was on to one opposite of the street, thanks to the 3D Gear. The giant crow looked over the rooftop before looking over its shoulder to see Craig holding throwing something that came from his pocket.

"Hey Birdie! Suck on this!" he called out, as a massive blue burst from the Dust Grenade launched at the back of the Nevermore's head sending it crashing into the building in front of it. The raccoon boy watched as the smoke cleared and saw that the back of the Grimm's skull had erupted open upon impact of the explosion and was slowly knitting back together.

"_Damn it! What's the weakness to these things?!_" he growled to himself before he took off into the sky high above the collapsed Grimm. "I've got to find my friends and find what to do!"

:D

The new recuit had only graduated just over a week ago, so unlike most of his comrades he was still used to using 3DMG and Dust Weapons for combat purposes. But this shouldn't be happening. For crying out loud he was just a Wall Guard, he wasn't prepared for this. He launched himself away from the monster with incredible speed before noticing a massive explosion Rukia.

As the smoke cleared from the vast explosion, he watched as the big bird beneath him get up, its body emitting immense coldness as it began to take off after its prey. Craig floated down to the rooftop before the creature could eat him and could feel the chilling breeze coming from the body even from down below, as he tried to find anything that could of tell him how to kill it he noticed screaming people running away from the man-eaters. Some couldn't get away. He couldn't remember how to kill them efficiently but he could at least help as many people as he could. The Faunus wished he paid more attention at the Academy.

Raising his head to look over the destruction that the Grimm had caused, the ring-tailed boy frowned as she saw dozens more moving through the gate where he had meant to guard half an hour earlier. He felt a massie burst of Aura and saw several Signal Guard soldiers fend off the creatures before he jumped high above the buildings, set on helping them.

D:

The Faunus looked around and saw more monsters flooding in by the broken gate before launching himself to his companions' direction. He couldn't really do anything to help until he knew how to kill the Grimm. They'd only slow the Grimm down, not stop them completely.

xxxx

_(Somewhere, in the Town_…)

D:

Ruby and Yang ran faster to their home, even seeing a countless number of corpses were crushed by pieces of the debris and bumping people fleeing from the danger. Despite seeing the widespread carnage, the redhead still hoped for the best. The sisters hurried through an already severely damaged residential area, hoping that their home was still intact.

"_Once I make a turn here, my house should definitely be there!_" Ruby thought. "_I just hope mom is okay!_"

Moment later, as she turned the corner Ruby landed their house but she was shocked that a huge boulder that was flung by the Grimm's kick and crushed their house on impact, however, her mother was nowhere to be found in all the debris.

"Mom!" Ruby yelled. "Where are you?!"

She called out for her mother but no one answered her. The girls kept calling even though it seemed hopeless. Suddenly, the sisters felt tremors under their feet. Ruby raised her head slightly and saw a Grimm before me. It was a Beowolf. The younger sister gasped and froze on the spot.

D:

The Grimm didn't do anything to her yet. Its red soulless eyes stared into her frightened silver ones. Ruby couldn't move her legs nor hear Yang's cries for her to run. She fiercely trembled before it; fearing that it would kill and eat her. It lowered its head near her and before it could bite…

"GET AWAY FROM MY DAUGHTERS, YOU MONSTER!"

***Slice!***

The big bad wolf's freezing created an opening and a figure appeared behind it and she hacked away at its necks. The Grimm collapsed to the side and its beheaded corpse avoided landing on Ruby and Yang. Ruby's eyes widened when she saw who landed on the ground near his sisters. It was Ruby's mother but she was different.

Her flowing red hair was tied up in a high, long ponytail, leaving only a few streaks to frame Summer's face. She was no longer wearing her housewife clothes and was now dressed in some kind of battle outfit. The mother wore a black dress over a red combat skirt, held together by a white belt. She also had knee-high black boots and red stockings that reached the middle of her thighs. However, her most notable feature was her snow-white cloak draped over her with the 'Wings of Freedom' on her back and red lining underneath. All in all, she looked like an older, battle-hardened version of Ruby.

XD

In her hand was her weapon, a large double-headed battle-axe almost as long as she was tall. It was crimson red in colour (not including the Grimm's blood) with silver edges on the blades and a white handle, with a long cord at the base. Its name was the Rosa Eclipse and with it in hand she revived the epithet she had discarded long ago: 'The Bloody Flower'.

"Wow, mom…"

Summer heard her daughter's voice of praise as they finally walked over. She grabbed the two girls and made a run it. Of all honestly, she hoped she'd never had to be forced into combat with those things ever again.

"We have to hurry, mom" the blonde girl told her. "The Grimm have gotten in. More will come at any moment."

"I know, Yang" the red woman said hurriedly, before she looked over at her quickly approaching child, "Ruby, thank goodness you're okay. But you shouldn't have come here."

Ruby hesitated for a moment. "Thanks mom..." she was unsure how safe they were.

"Damn it!" Summer snarled furiously, while running as quickly as she could towards away from the house she had lived with her family for over a decade. Her fear and determination made it so she could no longer feel the fatigue built up, she was out of practice from all those years of living peacefully. She had to save her daughters! "_Goddamnit..! Why did this have to happen?!_" she cursed, mentally.

:D

It has been studied that the Grimm flocked over to large concentrations of life, although it wasn't certain if it was out of instinct or not. It has also been noted that Grimm will fight back against whatever is deemed to be a threat and a veteran Huntress from Beacon definitely fit this category. Summer prayed that those abnormal ones didn't let their 'instincts' guide it to where her and her children would be.

"Hey another one of those wolf Grimm" warned Yang. "And it's bigger than the last one!"

"It's always a Beowolf" Summer muttered.

"C'mon mom, this it should be easy for you" Ruby cheered, earning a frown from her mom.

"Ruby this isn't a game!" the woman said stiffly.

As expected, a large dark mass could be seen moving over the wreckage. Out of the darkness came the beast. It was truly a terrifying creature even if it was hunched over and not standing at its full height of 7'6 ft. When it saw its adversary, it let loose its infamous howl from a wolf-like maw lined with razor sharp fangs. An Alpha male.

Summer took a combat stance as Huntress prepared herself. She shifted the Eclipse from axe form to sniper mode and gave the mutt a headshot. However, half a dozen of its friends came to get even.

:D

"Did you build that yourself?" Ruby asked, curiously.

"I am not discussing this" Summer retorted.

By the time the Beowolves had surrounded them, the Rosa Eclipse was already fully reloaded and ready to fire.

"Take this!" Summer shouted. The shots from the axe-sniper echoed and shook with a boom as each mongrel was shot through the head. "_For whom the bell tolls_" she thought to herself.

Unfortunately, one Beowolf was faster than it looked and the round only grazed its left arm, tearing out a chunk but it wasn't fatal enough, it regenerated.

"Damn, you almost had it mom" cursed Ruby.

"So… you have to destroy its mask?" Yang asked, curiously.

"Let's talk about that later" answered Summer.

:D

Alone, she surged forward with incredible speed hoping to catch the Beowolf off guard. The results were what Ruby expected as Summer's right hook collided with the beast's lower jaw, tearing pieces of its skin with an Aura-enhanced knuckle-sandwich. With a pained growl, it retaliated with a swipe of its right claw which was blocked by the woman's left forearm.

"Too slow, puppy" Summer mocked, before punching it straight in the face mask, shattering it in several places. The Beowolf fell back into the ground with a whimper and struggled to get out of its daze but Summer finished it off with a point-blank blast.

Yang was impressed by what she saw. Even though it had been a decade she last fought a Grimm, she took it down with such efficiency and grace. Though she was trying to work out why someone as strong and talented as her left Beacon and forbid her daughter from joining. If she hated that much, why did she keep her outfit and weapon this whole time?

Ruby, on the other hand, was so awestruck she had completely forgotten about serious the situation was. Much to the older woman's chagrin, she started fangirling; giving her fighting tips and saying how epic she was.

XD

Whatever praise Ruby was going to give next was interrupted as an Ursa Major tackled Summer, forcing her backwards. At this close range, the sniper mode couldn't be used effectively. That left only the axe.

"Put it in a headlock!" Ruby cried out, even though her mother was already thinking it.

"Crap! This Ursa is different from the others! I don't have time for this!" shouted Summer, getting increasingly frustrated, she just wanted to get her girls to safety.

"_This Ursa really is different. Is it Abnormal?_" Summer thought as she got a closer look at the beast. It actually seemed bigger, even by Ursa Major standards, and it had many more protrusions on its back.

The former huntress grappled with the Ursa to try and headlock it but the beast head-butted upwards, knocking Summer up into the air and crashed there the girls knocking them off their feet. Dazed momentarily, the Roses regained their bearings and the white-cloaked woman tried and to lunge at the Beowolf again with her axe. At the same time, the gun barrel was reloaded again for another shot.

The Ursa lunged forward with its claws but Summer dodged to the right and grabbed hold of its healed left arm in an armlock. Straining with all her might, the Huntress was able to bend its arm backwards and break bones before following up with a series of left punches to its open wound. However, she forgot about its tail which it used to knock into Summer's torso. The hold was broken and the Ursa used its spiny protrusions to try and gore Summer's front-side but was blocked by her Aura, causing minor damage.

D:

The Ursa Major then quickly turned to face its opponent and locked its jaws over Summer's left arm. She repeatedly beat at the creature's head with the right fist but this only caused it to tighten its hold. It drove its claws deep into her arm leaving gouging marks before Summer used her Semblance: Wind Manipulation. After creating a large gust of wind to force the bear off, the mother shot it in the face.

"ARRGGH!" Summer screamed, as the pain set in.

"MOM!" Ruby cried out, as she rushed over to her.

"Ruby, don't worry, I'm fine" her mother reassured, despite being in pain. "Let's just get to the boats."

Next, they came across a Boarbatusk down the path which aggressively did a spin attack. Summer sent her axe crashing into the pig's back, cracking a large piece of its armour off. She followed up by pinning it down with her full weight and punching it repeatedly in its face and simultaneously trying to aim the gun barrel at its underbelly. Just as another round was about to fire, the warthog Grimm's left tusk shot forward and dug into Summer's right-side and attempted to force her off. Before it could do any more damage, Summer sliced it right down the middle.

"MOM!" Ruby shouted. The girls moved to her again with concern at the amount of blood she lost.

Just as the ex-huntress was about to instruct the children on what to do, the ground began to shake and they all looked towards the gate to see a small group of 12 metre Grimm heading towards them.

XD

Summer glared up at the approaching monsters. "_Since when did the Giant Grimm walk together in groups? It's as if something is drawing them here? But what could it be?_" she thought suspiciously.

"There are three of them!" Yang shouted. "We have to get out of here now!"

"I'm almost out of Dust, damnit!" Summer swore. "Yang, please get Ruby to Wall Maria!"

"What about you?!" the girls demanded, however, the golden girl didn't hesitate to grab her sister. It was going to be to get through to the boat but she had confidence they'd make it.

"I'll hold them off!" the mother informed her and then he told Ichigo. "I need you two to run to Wall Maria as fast as you can! Don't look back and don't try to help me! Just run! Find your Uncle Qrow. He'll take care of you!"

Yang and Ruby bolted back down the road as quick as they could but Ruby couldn't stop herself from looking back to check on her mother. She watched in awe as Summer took down the 12 metre Hyena-like Grimm with a large, compressed air-blade and the 14 metre Lion-like Grimm with some amazing speed and acrobatics, even climbing on top of it despite her multiple injuries.

Ruby's awe turned into sheer terror, however, when the 15 metre Tiger-like Grimm grabbed onto her mother's leg and she was slammed heavily into the ground. Her mother's battle-axe sniper was thrown out onto the road and slid near Ruby.

D:

"Mom!" Ruby shouted and she skidded to a stop.

Summer groaned painfully on the rocky road and he struggled to get back to her feet. She clenched the left side of her torso and she believed that some of her ribs had been broken. It was astounding that was all she came out with but unfortunately she had been disarmed.

"Ruby! What are you doing?!" cried Yang

"I need to give mom her weapon to fight off those things!" she ran back holding mommy's old toy but was oblivious dire situation she was in.

"RUBY! DON'T BE STUPID!" Summer screamed as the Tiger Grimm moved towards her daughter. "JUST RUN!"

It was too late the monster grabbed hold of her daughter and was about to turn her into its next meal. But it never got the chance. In an explosion of fury and motherhood, Summer grabbed the Rosa Eclipse that fell out of the screaming Ruby's hands and using an air current she created made an Aura-enhanced air blade across the mask, ending its unlife.

Everything went black as the giant disentergrating carcass collapsed onto some buildings and fell down on top of the family.

xxxx

_(Elsewhere...)_

"Raaah!" Qrow hefted his scythe straight through a leg of a 15 meter-class Grimm sending it toppling to the side as it became unbalanced at the loss of its limb. The old man flew forward on the 3DMG at incredible speeds slicing through the gut of an 11 meter class as it reached forward to grab him but it was too slow. It's lower half stumbling backwards as the top half fell forward and collided with the ground.

Qrow didn't stop as he made his way for the third Grimm in his path, turning his Black Gleaner into cannon mode and shooting it through the right arm as it reached out for him before slicing it diagonally in half from shoulder to hip, black blood spraying across the street as the lower half of the body slumped down the upper half slid to the side, crashing into the building to its left.

Not stopping to look back at the three Grimm he had disabled, knowing he hadn't killed them, he had shifted his Dust Weapon from scythe mode back to cannon form and sent a shell straight at one earlier and watched as it had pulled itself back together. Those Beacon Hunters hadn't been kidding when they said it was hard to kill even one of them. But his mind wasn't on what they had told him, no it was on the two familiar kids he had heard running off into the streets, not in the direction of the gate.

The old man needed to get to them soon. Increasing his speed even more he flew above the rooftops and spotted three figures at a crumbled down building, a disintigrating monster corpse having smashed into the house after being destroyed.

xxxx

_(Earlier_…)

"_Ruby! Ruby!_"

Slowly, the red girl regained consciousness thanks to her sister's calls. Finding her barely conscious mother pinned under the rubble that once served as a building, Ruby tried to pull her trapped mother out.

"Hurry, Yang! You get that end of timber, while I push this pillar up!" she cried. "We gotta get mom outta here!"

"I know!"

However, Ruby felt something that it wasn't right, as she saw the surroundings of the area, there were dozens of Grimm already swarming in Vale District.

"It's too late… The Grimm! More are coming and my legs were crushed by the rubble, even if you managed get me out, I won't be able to go with you. I can't even feel my legs" Summer muttered, as noticed through her Aura's sensing ability. "Ruby! Yang! Quick, you've got to get away! Do you understand?"

D:

"Yes I do! But first we're getting you out!" Ruby objected, still struggling to move debris with her bloody hands and continued her efforts. "I'll carry you if I have to!"

**"GROOOOAAAAAAHHHH!"**

Ruby tried to pick up the heavy wood to free her mother but then, a loud roar from a nearby added even more stress to the situation. The scene revealed a big, dangerous Grim, 14 metres at its full height, had appeared 50 ft. away from them. A black dragon-like monster, it had sharp, white claws; red, soulless eyes; large, black bat-wings. The dark scales on its back were protected by white hard bone-like armour, an arrow-tipped tail and goat horns. It even had a disturbingly wide grin and kept chuckling like a hyena. To make matters worse it spotted the girls and was going to their location.

"I-It-It's a Fearbringer!" Summer exclaimed, in uncharacteristic fear. "Of all the Grimm that found us… this is the worst one possible!"

This was an S-Level threat. According to its bio, only the largest battalion of Hunters are only able to manage to kill this Grimm, even when most died in the effort. Even if she wasn't injured, she wouldn't stand a chance one-on-one. Though, unbeknownst to the sisters, Summer knew this Grimm on a more personal level.

"**Keheheheh...**"

"You're coming with us, mom" the redhead told, continuing her efforts. "So be quiet and let us help! I'm not leaving without you!"

"Yes, you are!" her mother insisted. "Hurry! There's no time!"

D:

"DAMNIT, MOM! WHY CAN'T YOU JUST BELIEVE IN ME, FOR ONCE?!" Ruby argued, in frustration.

"WHY CAN'T YOU JUST DO AS YOUR TOLD, FOR ONCE?!" Summer yelled. "I'M GOING TO DIE HERE AND THERE'S NOTHING YOU CAN DO ABOUT! THIS IS MY LAST REQUEST!"

A silence filled the air, as the weight of Summer's words came crashing down on all three of them. Ruby still attempted to move the pillar away, refusing to accept her mother's fate and leave her behind.

"We will all get killed if you stay!" she insisted, to her dejected daughter. "Please listen... Ruby" Summer begged the kid, then turning to her adoptive daughter. "Yang... please make your sister understand… At this rate... We will all be-"

Yang was completely torn. A great part of her wanted to run in fear, taking Ruby with her but another wanted to desperately help her step-mother out of there and save her. The exchange was cut short when the huge Dragon-like Grimm was seen moving closer to the girls' position, much to their horror.

"**Teheheh...**"

Suddenly, with the monster bearing down on them, Qrow came down from the roofs with his 3D Maneuver Gear. He sped towards them noticing a Grimm closing in on them. Landing behind them, he caused an uproar of wind from the sheer speed he had descended at.

:D

"Ruby! Yang! What are you girls doing here?!" he asked, as he arrived. His eyes opened wide as he saw his sister beneath the house, obviously stuck, while the two children were trying to rescue her. "Summer! Oh crap, this… is not good!"

The woman looked up at him with wide eyes as the kids looked over their shoulders at him wondering how he knew where they were. The scythe he held in his hands was coated red, as was most of Qrow himself was covered in blood just as his was. Uncle Qrow tried to help lift the boulder but it wouldn't budge.

"Brother! You came!" she cried. "Quick, take the girls away from here and run!"

He simply stood there not knowing what to do. If he took them away, it could very well be the last time they saw her. Tightening his grip on his Death Gleaner, he quickly pulled out the massive blade on his back before walking towards Summer.

"Don't underestimate me, little sister. I'm gonna kill this Grimm and then, we'll get outta here" he reassured, tilting his cowboy hat.

"But wait! Qrow, you can't fight something like that!" she pleaded. "That's a fool's idea!"

"Well, I'm just the 'fool' to follow it through!" Then, Qrow charged towards the huge Grimm as he prepared his black scythe, against his younger sibling's protests as Ruby rooted for him.

:D

"_She's right, I definitely can save the kids if I leave her behind and that Grimm is stronger than any other that I've faced in my whole life_"he thought, as he went after the Grimm towering above the family. "_But now is my chance... to repay my debt to you, sis!"_ he vowed.

Unexpectedly, Qrow stopped his tracks and gasped, as he stared directly into the approaching Fearbringer's face. Its unnatural grin sent chills down his spine. Its sinister snickering seemed to drain the confidence right from Qrow's heart, making him oblivious to Ruby's calls to move forward. Its heavy breathing made him sweat profusely. Its soulless eyes craved blood… his blood.

"**Whoohoohoohoo...**"

The fear on the old man's face… was very real. He tried to rationalize what the right course of action was. Should he definitely save the children and leave Summer? Or face the S-Level Grimm with the slim chance of saving all of them? He began to doubt his chances of success.

Moments later, he immediately folded away his scythe and sped back, grabbing Ruby and Yang away from the debris, as the Grimm approached. Whether through fear of the Grimm right in front of him or reasoning on the sure thing, he chose to retreat, save both the children and leave their mother behind.

"Thank you... Big brother…" Summer said gratefully, as they made a run for it.

"Hey! Uncle Qrow! What are you doing!?" Ruby demanded, as she only manged to grab her mother's blood stained cloak. "Mom's still stuck in there!" she protested.

D:

"Qrow! Take care of the girls! Yang! Make sure your sister stays out of trouble! Ruby! Be a good girl!" Summer cried to them. "Please, all of you must survive and live on happily!"

"MOOOOM!" Ruby cried out, tears streaming down her face. "WE HAVE TO TURN BACK! WE CAN'T JUST LEAVE HER THERE TO DIE!"

"**Fufufufu...**"

D:

Back to the wreckage, Summer watched her kids be carried by Qrow away from her, suddenly, memories flows into her mind as her life flashed before her.

From the time she was a happy, little girl playing with her late parents.

From the time she joined the Academy with her brother to fullfil her dream in becoming a Huntress.

From the time she graduated at the top of her class and rubbed it in the faces of those who doubted her.

From the time she joined Beacon and first saw the Commander and his right-hand man.

From the time she became a Captain and met the Team she was leading.

From the time she lost her dear friends in a giant, bloody massacre on her last mission outside.

From the time she decided to resign being a Huntress and left Beacon, saying goodbye to her comrades.

From the time she met her beloved Thorne and married him.

From the time she first held her newborn daughter in her arms. The happiest moment of her life.

DX

Tears began to flow out, as the young woman covered her mouth and cried silently. The evil monster was now directly over her.

***Rumble!* *Thud!***

The man kept running, carrying the two resisting children in his arms.

***Rumble!* *Thump!***

"I-I don't wanna die..." she whispered, helplessly.

However, to her astonishment, the Fearbringer simply walked right past her licking its lips with its snake tongue through the gaps of its shark-like fangs. The Grimm was only a few metres away from her and it allowed Summer to get a good look at it. "_This is… It's definitely the same one that devoured all my friends at Beacon!_" But that astonishment didn't last long when she realised where it was going.

It was heading straight towards her family. Specifically, Ruby.

"**Ahehehehehehe…**"

"_It was after Ruby the whole time?_" Summer thought, incredulously. "_But why would it be drawn to her?_"

D:

Regardless, she had to protect her family, she had already lost many she cared for to this monster and she would be damned if it killed her child, too. Seeing the monster go after her daughter made Summer's fury increase and her silver eyes had a flash of blue causing the Fearbringer froze when it was about to take off in the air after them.

"**Heheheheh…?**"

"HEY DRAGON!" Summer shouted furiously through her tears, as she pumped out all the Aura she had. "IF YOU WANT SOMETHING TO EAT, I'M RIGHT HERE!"

Suddenly, the Grim turned back drawn by the Huntress's vast light blue Aura and stomped nearby the debris as Ruby in gasped horror; the huge Grimm dug under the debris and finally captured its meal in both hands.

"_Ruby whatever you do… don't join Beacon. I don't want you to see what I saw outside_" Summer last thought.

***Thud!* *Creak!* *Clatter!* **

DX

"**Heeeeeeehahahahaha!**"

"NNNNNNNOOOOOOOOOOOOOOO!" Ruby shrieked, hysterically.

"Ruby! You mustn't see this!" cried Yang, as she closed her eyes. "Cover your eyes!"

DX

But Ruby couldn't look away, she was too shocked. Just as they ran away, Summer hacked away at the Grimm's hand with her Rosa Eclipse to hold it off for as long as she could. However, the Fearbringer began to twist her body in retaliation until her spine gave away with a sickening crack that echoed across the street, as Ruby still watched in horror. Finally, the smiling dragon opened its wide mouth and placed it's dead prey on its tongue, moments later, the mouth closed at full force as Summer's blood sprayed all over the area...

***Crash!* *Crunch!* *Splatter!***

"**WAAAHAHAHAHAHAHAHAHA! AAAAAAAAAHAHAHAHAHAHAHAHAH!**"

Summer's daughter, Ruby Rose, was horrified, saw her own mother get devoured by a maniacal Grimm in full view... a moment, she would never forget. It would haunt her for the rest of her life.

* * *

_"On that day, Mankind suddenly received a Grimm reminder... we lived at the mercy of monsters and... We are disgraced to live into these cages we called 'The Walls'."_

* * *

**_That last always makes me tear up. So, what do you think? Its good, bad or alright? This is my first crossover afterall. I've replaced the Smiling Titan with giant dragon because... why the fuck not? It was originally gonna be a giant hyena but I thought 'Dragons are cooler'. Yeah, the Grimm here release chilling winds when they die. While you're waiting check out my other stories._**

**_Oh one last thing: what Sembalances shall the major characters have. Leave any questions in the reviews don't be afraid there's no such thing as a stupid question... just stupid people. See you next time!_**


	3. Chapter 3: A Grimm Reminder

**_Hey guys! This chapter came sooner than expected._**

Scourge From BloodClan: _**That was what I was aiming for. Yes, at this moment Ruby saw first-hand what the Grimm capable of. Poor girl's scarred for life. But she won't end up turning into a female version of Eren Yeager but at the same time won't be the same Ruby Rose created by Monty, due to their different pasts. I believe a person's past can affect their personality and impact their character. I did mention before there will pairing in this story such as JaunexPyrrah and RenxNora but there won't be Yuri or Yaoi pairings (e.g. no WhiteRose, Pink, Bumblebee, Dark Rose, Ladybug or whatever the hell people are callling them now so don't expect anything like that). Also romance isn't the main theme here so I wouldn't hold my breath for hot lemon scenes but I might pair the RWBY girls with some OC's that I've come up with.**_

Necrofantasia: _**If the Dragon Grimm is scarier than the Smiling Titan then I have exceeded my expectations. Thank you. Yep, the people of Remnant still have Aura and their Dust but I've made the Grimm a much bigger threat. In this universe, Dust was only recently discovered, about 40 years before the plot, long after the Walls were put up, only a handful know how to use Aura and Sembelances properly and even less can use them effectively with the 3D Gear. In a sense, its a whatif scenario if Dust wasn't discovered before things really got bad for humanity. Yeah, even though I love RWBY's light-hearted humour, it did bug me a bit that the Grimm aren't the main concern as they appear to be the predominate species in Remnant.**_

**_Now read this shit!_**

* * *

**The Fall of Vale Arc**

**Chapter 3: A Grimm Reminder – Maria Falls.**

* * *

_Over a century ago, mankind faced its greatest enemy. The difference in power between man and this newfound threat was overwhelming. Soon, mankind was driven to the brink of extinction. Desperate, the survivors of the war created three walls: Maria, Rose and Sina. They were made of an unkown substance the walls used the Aura scattered in the air to form an invisible dome that was impregnable to the Grimm._

_With shield in hand, mankind lit their way through the darkness and in the shadow's absence came strength, civilization, and most importantly, life. __They all lived in peace under their protection… _

_...Until recently…_

* * *

_(In, the Vale District: 3:25 pm…)_

D:

Monsters. Demons. Prowlers of the night. These creatures go by many names but they are simply referred to as Grimm. It started as a normal day when the first one arrived outside the wall of Vale and contrary to popular belief in later times, it occurred while the sun was still up. The attack simply continued into the night, earning them their moniker as creatures of darkness. That and the fact that their hides are as black as night, with eyes red as blood and its said they came from a swirling mass of darkness located far away. The Vale District became a nightmare, a path of destruction trailing from the outer gate all the way to the inner city. The armed forces tried their best to stop the creature as the air was filled with the scent of gunpowder and death, the sound of rifles and artillery combined with screams of terror, and that horrifying howl that reminded many of a wolf from hell. Their skull-like masks was a visage of death itself as they rampaged through the city.

By the time the first one fell and began to dissipate, half the city laid in ruins.

The townspeople of Vale District were in panic and tried to flee from the Grimm that swarmed over the destroyed area. Humans and Faunus alike were slaughtered and devoured. A few of them managed to hide following the destruction of Vale District's gate. Most of them got the devoured in the chaos, plus the rest of the citizens reached to safety into the Northern Gates of Wall Maria.

"I dunno *hic* why ya'll are running" a priest said, as people are screaming. He was foolishly drunk off the communal wine. "All ya got to do is *hic* believe in the unbreakable power *hic* of the wall *hic* and you shall not *hic* perish."

"THE WALL **WAS** BROKEN, YOU DRUNKEN WASTE OF SPACE" yelled an escapee. "HOW DO YOU THINK THE GRIMM GOT IN?!"

:D

"Don't flee you *hic* non-believers" he hiccupped as he held his bible. "I *hic* shall ya'll the power… of…" It was at this point the drunken idiot eventually noticed a large shadow had appeared over him, his book falling to the ground in fear.

"**Kehheheheh!**"

"… of a… oh poo-GAH!"

***Crunch* *Crack!* *Splatter!***

"**WAHAHAHAHA!**"

The Fearbringer had claimed another victim.

xxxx

_(Somewhere else_…)

D:

Craig stood crouched atop of a house; his face smeared with black blood from his early attacks on the Grimm's having wiped most of the red liquid away but leaving a smear across his face. The raccoon teen was searching for anyone that was still out amongst the mess that was once a city.

He felt useless, here he was a Town Guard and he could barely save anyone. As soon as he saved one citizen, ten got more got eaten. The Faunus glanced back towards the gate wondering whether old man crow had gotten nieces safely so he could help him. He rose from his crouching position, with a flick of his long tail and turned his back to the ruined wall, he promised his fallen seniors he'd meet the others at the gate to them what happened, it was about time he headed back. The only reasons he made it this far was because of his animal reflexes and his Night Vision could see through smoke and darker areas.

Leaping from the building, he flew through the air on his 3DMG before landing on the ground, hitting it at running speed he sped off through the streets, keeping his mind on other thoughts, as he passed the carnage he had never seen before in his young life. During his surveillance over the town, he saw a roaming Dragon Grimm start a fire from mouth that was quickly spreading. He saw a dozen schoolchildren being gobbled up a King Taijitu and a man being used in a game of tug-o-war with two Beowolves, while he was still alive. He also witnessed a woman running into a dark alley, covering her mouth as she was plucked right from her spot by a Greater Nevermore, screaming for help.

D:

The Grimm were ruthless beings and held no mercy for those they preyed upon.

***Ribbit!* *Croak!***

He jumped onto a nearby rooftop as he came to an intersection before launching into the sky and his eye's flew open as a 8-meter Frog Grimm was sitting atop of a roof waiting for him and jumped up and tried to grab at him with its long tongue. With his raccoon reflexes, Craig slipped by and sliced through its forearm, the webbed limb falling to the ground with a crash. The Signal Guard landed on a rooftop opposite the Swamphopper and turned before leaping up and slashing the Glided Slasher in whipsword mode across the Abnormal's mask at full-force, each bladed-segment ripping through the fat toad's ugly face. It fall backwards off of the building and went crashing to the ground.

"Frog food my ass!" he said, angrily. "You ain't eating me, Kermit!"

Craig heaved the Aura-covered Slasher onto his shoulder; he had come across a few Grimm that were smarter than the rest with different strengths than the others of their kind. That, however, was the first one that had been expecting him.

"_It knew I was here?_" Craig thought, staring at the decaying Swamphopper he confronted. "_I was afraid of this, Dr. Thorne was right. They're actually learning and adapting._"

Craig recorded this with his smartphone-sized Scroll he picked off from one of his dead comrades from Signal. The bandit-masked teenager had no idea why the guy had this, they were usually owned by members of Beacon or by higher ranked officers from the inner walls. It wasn't something a Signal Guard from Wall Maria would have but regardless if he learned something that could help their fight against the Grimm he had to make it through this and give this to the higher ups.

:D

"_The mask is the weak spot. I gotta tell the others_."

He glanced around and noticed several Grimm moving in his direction. The Raccoon Faunus glanced to the gate before dashing towards it; he needed to make sure his idiot comrades back there were safe. Then, he could worry about the rest.

xxxx

_(Sometime later_…)

D:

_I don't understand_…

Qrow Rose, the Signal Guard, was running through the panicked crowd, still carrying the stunned Ruby and Yang with him. The old man could only look away and harden his grip on his nieces as he ran for safety. It was the only thing he could do, being the useless big brother he was and all. He was amazed he could even fight the previous Grimm at all from before he saw the Fearbringer. Most couldn't even face a regular Beowolf, even when they were trained to do so. The Sanctum Police and Signal Guards haven't dealt with Grimm for over a century.

_I don't understand_…

Ruby felt grief and horror as her mother's blood sprayed everywhere, some of it getting on her innocent face. She was numbed by shock as the scene replayed over and over and over again in her head. The last time she did was her fight with her mom and knew she would regret it for the rest of her life. She stared into space, millions thoughts running in her mind.

_I don't understand_…

_I don't understand_…

_I don't understand_…

…_WHAT DID I JUST WATCH?!_

Finally snapping out of it, Ruby struggled from her uncle's grip and fell to the ground, the others surprise.

D:

"Ruby, what are you doing?" asked Yang.

"He-Hey, cut that out girl-"

"You!" Ruby interrupted, as she yelled at Qrow in anger. "W-why…Why?! Why did you leave mom behind?! HOW COULD YOU ABANDON HER?! IF YOU GAVE ME A LITTLE MORE TIME, I COULD'VE GOTTEN HER OUT!" she insisted, on the verge of hitting him. "WHY WOULD YOU LET HER DIE?!"

"Ruby, you wouldn't have saved your mother, you lacked the strength…" Qrow replied quietly, delivering the hard truth. "It's because you're too weak…"

Ruby was only further infuriated by his answer and sent a full-force punch to his face, forcing Yang to hold her back from thumping him a again. Qrow was a veteran Hunter; a little girl's punch was something he could take. "Well why didn't you fight that Grimm!? You're a trained soldier, a Hunter, a man, an uncle, HER BROTHER! WHY DIDN'T YOU SAVE HER, YOU STUPID OLD MAN?!"

"Ruby…you want why I didn't..." he confessed chokingly, as tears flowed out. "It's… it's…IT'S BECAUSE I LACKED THE COURAGE TO FIGHT IT!"

Ruby was shocked by hearing his words. Soon, the redhead and her sister wailed in agony with him, mourning Summer's death.

"I didn't have enough courage! I was too scared!" the crying man admitted. "That's why...That's why I didn't save your mom! I...I'm sorry. I let you down. I'm so sorry!"

DX

As they are lead towards Wall Maria, Yang felt reminiscent. It reminded her of the worst day of her life. Goldilocks had a flashback of a dead man and woman before remarking about the familiarity of this event. Yang could only feel sorrow as she witnessed another member of her family killed. Her adoptive mother got dismembered by a Fearbringer. The only real family she had left was her adoptive sister, Ruby, and at that moment, she swore to protect her at all costs.

xxxx

_(Outside, the Vale District, Evacuation site nearby the gate walls: 4:46 pm…)_

D:

"Attention everyone. The outside wall has been breached and Grimm have begun entering the city!" called out a Signal Huntres. "Please make your way to the Wall Maria exit in a calm and orderly fashion!"

Behind the northern gates of Wall Maria, The citizens flood the passage to the boats, luggage and other belongings from the refugees began to throw it overboard.

"Toss out your possessions from the boat. You might make room to fit one more if you do that!" instructed a soldier. "Everyone, hurry to the inner gate walls to escape or we'll end up being eaten!"

The small protruding areas surrounding the walls, such as Vale, were used as baits to attract the Grimm to smaller, more concentrated areas of life. Their role was to lower costs of defences and military usage by focusing more on these zones. As a result of this design, the residents of Vale could escape the Grimm's assault by traversing only one gate.

Jaune and his Grandfather are on a boat with the other refugees with them and prepared to leave for Wall Maria… after dealing with the boy's seasickness. The moment the senior citizen caught sight of Ruby and Yang being led by Qrow; he put his hand on his grandson's shoulder to catch his attention and pointed to the direction of his friends.

"Over there, boy" James prompted.

The blonde boy visibly relaxed to finally see his friends again in the large crowd of refugees trying to get to safety was relieved they were alive.

"Huh? Hey girls!" called out Jaune. "Ruby! Yang! You made it…!"

DX

Jaune raised his arm to let them know he was fine and waved at them but stopped when he noticed the disturbed expressions on their faces.

Yang's purple eyes were devoid of all emotion and had her arms tightly wrapped around her little sister, unwilling to let her go in fear of losing her, too. She didn't seem to care the blood-stained cloaked former belonging to Summer was dirtying her hair. The depressed look on her face never left.

Ruby's silver eyes, however, were wide and filled to the brim with horror, as the blood splatter dried on her face. She couldn't stop shaking like a leaf and could barely stand upright only with Yang's help did she have even the strength to walk. Though, Jaune wasn't sure if Ruby was even aware her sister was even there at all.

Her Uncle Qrow saved her but did nothing to prevent the redhead from watching her mother's demise. The Fearbringer picked her up, laughing as it did. She struggled to fend it off in vain, only to get her spine broken. Her body went limp and the Grimm proceeded to bite off half of the corpse, spraying blood everywhere. She couldn't get the images out of her head.

It was obvious to Jaune's grandpa they saw something traumatizing as it appeared the siblings had been crying for a while. Trying their best to hold the pieces of their shattered hearts together, they trudged onto the boat...

"R-Ruby…? Yang…?" Jaune mumbled. "Wait… what happened to your mom? Girls, where is she?"

Ruby couldn't reply, neither could Yang.

D:

"Sit down Jaune, leave them be. They need to be alone" the old man spoke out, solemnly. "Now isn't a good time to talk to them. Those poor lambs, you can tell what happened by looking at them."

Jaune could only look at his friends in fear and concern for their wellbeing. He felt so ashamed that there was nothing he could do to comfort them. It was always like this, whenever he was in trouble Ruby and Yang always helped him out. But when they had a problem he couldn't really do anything about it. All he could do was sit next to his friends to support them.

The beaded old man watched them board the ship, his expression filled with sympathy. The retired Beacon Huntsman knew how it felt; to watch someone you care about die right in front of you. It hurts you right to the core, changing you forever.

The ground was still trembling as the Grimm were nearing the gate, chasing anyone in their path. Frantic screams of "Hurry up!" or "The Grimm are coming!" were heard as people ran to the other side of Wall Maria for safety.

Just then, the soldiers lifted off the wooden bridge that connected the ship the banks of the river. The citizens not able to get on board started panicking.

D:

"What are you doing?!"

"Hey, the boat is leaving!" shouted one of the citizens. "Let us in!"

"The ship is full! There's no more room" a Signal Guard answered.

"YOU SHOULD'VE BUILT MORE THAN TWO SHIPS!"

"Please let us on!" cried a mother holding her son. "Just take my child!"

"I'm sorry but we can't do that!" said a female soldier, as the others lifted up the bridge up. "We have no room for any more passengers! GO!"

The ship started to move and leave the chaotic place as yells of protest were heard. As the boat began to leave, some people even jumped over to try and reach the ship, few of them got lucky but most of them fell overboard.

xxxx

_(Back, in the Vale District: 5:13 pm…)_

D:

"Don't just stand there! Hurry up and use those cannons!" ordered a middle-aged soldier, as an Ursa bared down them. "What are you waiting for men, the Grimm are coming?!"

***Boom!***

A cannonball missed its target and headed to the ground.

"You idiot!" shouted a soldier nearby. "Can't you aim better!?"

"I can't hit a moving target with these Dust Cannons, sir!" he retorted. "There's no crosshair to help the aim and there's too much recoil!"

"Who cares? Just load another round!" ordered a Dog Faunus soldier.

"There are so many people coming!" their commanding officer, Major Hugo, shouted out.

Soon, the Ursa Minor they failed to kill was taken by the presently youngest member of the Signal Guards. Remembering his army training, he destroyed the mask and made his way over to his comrades.

:D

"Private Craig! You made it!" cried the brown-haired superior. "Where are the others?"

"They… they didn't make it. Only I survived…" he noted bitterly, to everyone's distress. "I can't believe that the gate got destroyed!"

"There's nothing we can do about it, now" Hugo told them. "Evacuate as many as you can, kill any Grimm that comes close to the walls." Everyone stared at him with wide eyes. "Do it now! Move!"

The Signal Guards shared a glance before nodding, as they dashed to their different positions, either using the Dust-powered cannons or their own weapons to fight, with the boy's knowledge to aim for the face. Hugo's eyebrows furrowed, his hands shaking slightly before clenching his hands into fist gaining his resolve once more. He was always a laidback guy and somewhat cowardly when it came to fighting, he'd rather be having a drinking contest with that dusty, old crow and tease his nieces than do this. However, this was the line of duty, as highest-ranked surviving officer here he had to take his job very seriously and can't afford to hesitate giving his orders.

"Damnit, how did this day turn out like this" he said, softly into the wind. "This can't possibly get any worse."

DX

Just as he said it… things got worse.

"Hey!" shouted another soldier. "Th-They're closing the gates!"

As they turned around, the gates of Wall Maria were closing, to their shock and horror.

"Are they mad?!" yelled Hugo. "Its gotta to be being done by mistake!"

"No… They're leaving us out here to die!" cried Craig.

xxxx

_(Inside, the Gate…)_

D:

"Hey, Hey, Hey, what are you doing!? Wait a little longer!" Qrow begged. "There are still more people out there we can save! Don't close it yet!"

"No, there's no time, Sergeant!" the other Signal Guard protested. "The Grimm are nearing the gates and we can't let them get through Wall Maria!

"But that doesn't make it okay to sacrifice all those people!" the old man argued. "At least let our friends back inside. There's no point making them for a losing battle!"

"If those things manage to break through, we'll lose much more than just Vale! Mankind will be pushed back behind the next wall!" the soldier exclaimed. "We need them to keep those monsters at bay, even if it costs them their lives! Like it or not, we have our orders even if we have to die to carry them out!"

Each area behind the inner wall was smaller while going inwards and while area outside was a mystery it's known to be infested with Grimm. The elevation increases nearer to the centre, even though the inner territories is richer in natural resources, such as water, minerals, Dust and natural gas, it wasn't enough to support 10,000 refugees let alone 200,000.

"WHAT?! Are you kidding me!? That's no reason to leave our men to die! Why don't you go out there and give _your_ _life_ up if that's what you think?!" Sergeant Qrow demanded, as he grabbed the soldier's collar. "We're soldiers for god's sake's! We're supposed to help, give the evacuation more time! Keep that gate OPEN!"

"..Alright… fine" the soldier sighed, as Qrow let him go. "We'll give them a few more minutes and make sure everything is in order. Keep the gate open a bit longer!" he called out, seeing reason.

:D

However, the old man's relief was short-lived…

xxxx

_(Back, to the outer Gate Entrance_…)

:D

Hearing the conversation from their comrades, gave the fighting Huntsmen more drive to fight on so they could leave. Craig hoped there wasn't any super-strong, nuke-powered Grimm lurking around to deal with he could make it to safety and give the Scroll to his superiors.

"Okay, I think we got the rest of them" the Raccoon Faunus stated. "Most of the citizens made it through the gate!"

"Keep laying down a supressing barrage and then we can get out of this hellhole!" ordered the relieved Major.

"Yes, sir!"

However, things just got worse.

D:

An unknown Grimm appeared from the ruins and slowly approached the Signal Guards. This monster stood 15 meters tall, its eyes were coloured red with orange makings around it. Instead of being pure black like other Grimm, its back, skull, limbs and chest was covered by silvery-white hard plated bones and had golden hair on its neck facing backwards, similar to a mane. Its small arms were practically vestigial to allow for a colossal head to be held, without offsetting the balance of its body. It had a long tail with a bladed-tip and short protrusions on its shoulders and thighs. They were made of the same matter that made up its trademark mask that covered the top half of its face with the edges fusing with its upper teeth enhancing its already powerful jaws. The white mask had red markings running along its jawline, with a crown-like crest on top of its head and fangs the size of a man's forearm.

The whole creature resembled a giant, armoured T-rex.

"What the-?!"

Their weapons have no effect just as the Titan manages to break through, successfully destroying the gate and letting Titans inside the Wall Maria.

"Wh-What is that thing!?" asked Craig, fearfully. "Seriously guys, what the actual hell is that?!"

Then, the Grimm kneeled to the ground, moments later; it began sprinting towards Wall Maria. Given its size and weight, it was surprisingly fast and looked like it was trying to break down the gates! The soldiers saw the Grimm, mixed in awe and confusion.

D:

"What..." a soldier trembled at what he witnessed. "What is it doing?!"

"I-It's coming straight for us!" said the Dog Faunus.

"Whatever it is, shoot it!" cried Craig. "Quick, before it rams us!"

"Load the cannons, quickly!"

"Fire at Will!" ordered Hugo.

***Boom! Boom! Boom!***

As the cannons fired towards to the viscous monster, the Dust Shells were deflected by the Grimm's durable armour; one of the cannonballs hit a Deathstalker beside the charging dinosaur, killing it instantly. Impervious to their Dust Weapons it smashed through the torrent of shells. The creature accelerated and ran faster towards the gate unaffected, as the soldiers quickly realized just how much danger they were in.

D:

"It's not working!"

"HOLY SHIT! RUN AWAY!" the raccoon boy screamed. His fellow Huntsman began to follow suit, retreating back to the wall.

"Close the Gate! Close the Gate!" yelled the Major, franticly. "A Grimm is charging towards Gate! HURRY!" The gates rumbled and started to close faster but the deafening consecutive thuds of the ginormous footsteps were getting louder and louder.

D:

They ran fast as they could as the shadow of death loomed over them. But the Armoured Grimm reached them and crashed headfirst against the gate, with soldiers, cannons and rocks flying through the air. ***CRASH!***

It broke through Wall Maria…

"Oh no…"

Just like what happened to Vale, the Aura Barrier became visible and crumbled away bit bu bit. Now, nothing was preventing the creatures from reaching the people living in Wall Maria.

"**OOOORRROOOOOAAAARRRRRHHHH!**" letting out a foul breathe of hot fiery steam; it released a roar of victory over the humans.

Qrow, however, was on the building looking over a huge swarm of Grimm beginning to flood the area thanks to the Dinosaur Grimm letting them in.

"There's nothing left we can do now..." Qrow trembled in fear, as only he stood alone against the horde. In just seconds he saw that all his friends, who were fighting outside just moments ago, all killed before him by the Grimm. "God help us all…"

DX

In the future, this creature of death and destruction would be known as Durus Rex… the Harsh King.

xxxx

_(Back, at the port…)_

D:

"Let us on! Let us get on!" yelled those left behind.

Dissents were heard as the ship started to move father and father away from the crowd. A loud explosion was heard and people were starting to grow silent, all turning to try seek the source of the sound.

***Bang!* *Bang!* *Bang!* *KA-BOOM!***

The thuds grew louder and a loud boom reverberated as boulders flew every which way, crushing the humans it landed on with a squish. Gone was the gate and its place was a Tyrannosaurus Grimm with bleached plating covering its black scaly body. It stood up straight as more screams of fear and panic tore the air, cries of grief and sorrow echoing into space as more people died in their futile attempts of escape, civilians and soldiers alike.

The people on the ships watched the whole incident some standing up to get a better view. Ruby, Yang and Jaune stared at the giant predator towering over buildings with fear. Grandpa James could only watch, fully knowing if he rushed to help, his brave attempt would be in vain, considering the fact his aged body had gotten rusty and wasn't fighting fit as he was in Beacon.

DX

"This can't be happening…" It all dawned on them what this meant.

"This is the end."

"The Grimm will eat us all."

"It's all over for us."

"God, save us" the frightened whispers of some said as screams of fear and agony cut through the air.

Seeing this, the two blondes fell to their knees as they realised the gravity of their situation. It all happened so fast. They watched their houses burn in the fiery inferno into ashes and fellow villagers die before me. They couldn't do anything but watch. They felt so helpless, watching one by one being killed by the creatures of the night: the Grimm. Somehow they managed to survive this atrocity.

"It's over…" Jaune murmured, helplessly. "We can never go back home again."

Whispers of despair and misery faded to the cold mist of the sunset, as Ruby's racing thoughts started to sort themselves, her feelings now as bright as day. Memories flashed through her mind, those happy moments with her father, mother, Yang and Jaune all came flooding back to her.

D:

"_Why?! Why was I so childish and kept arguing with mom till the very end?!_" she remembered the last conversation she had with her mother, with regret. "_Mom's gone. She's gone! I just kept getting in her way!_" she remembered all that blood that sprayed everywhere by that dragon, that will forever plague her head. "_Why, why, why?!_"

_It's because you're too weak_…

Ruby remembered Uncle Qrow telling her hours ago why she couldn't save Summer. A storm of emotion brewed within the child.

"_Is that it?_ _It's because I am… No, we humans are weak. We either lack the strength or the courage to fight back and stand up to do what's right_" she thought, as tears leaked out. The little girl looked around at the other survivors, seeing humanity's weakness clear as day. "_I-Is that why things turned out this way...? Are_ _we that pathetic? Can we do nothing but sit and cry about this?_"

She stared at her bloody hands, gashed and bruised, as a tear fell onto it. The redhead put up her blood-stained hood and stood up, Yang gazed at her and spoke her sister's name, yet Ruby didn't pay attention her as she walked over to the boat's edge and looked at the smoke rising above the burning hell that was once her home.

Jaune moved toward her and tried to touch her shoulder but Ruby merely brushed past him. His grandpa only put his hand on the blonde boy to keep him from the grieving lass.

D:

"Ruby? What's the matter?" Jaune asked in. "A-Are you alright?"

"I'm going to kill them… every last one of them …" she mumbled. Her words barely audible to those around her but were full of unforgiving rage, her silver eyes covered by a shadow. "I will erase their existence from this world…"

"Huh?" The scrawny boy was stunned to see so much anger and hatred visible on his little friend's face.

"I'll destroy them all! I will do what should've been done a hundred years ago! I won't leave a single Grimm left alive!" Ruby swore, with her pale fist held tight so tight you could swear there was fresh blood oozing out of it. With tears flowing out, Ruby Rose gritted her teeth vowing to exterminate mankind's greatest enemy. She would never forget about the death of her mother and the people she knew who died at the hands of the Grimm. "One day… One day, I swear… I'll avenge mom! YOU HEAR ME!" she cursed.

Yang and Jaune could only shift in surprise, while the retired Huntsman watched her calmly. They were afraid that the quirky, friendly little girl, the part of Ruby Rose that made her Ruby Rose, was gone forever.

Silently, the ship sailed away as the skies grew darker in the misty dusk air.

* * *

_That year, the Royal Government decided to withdraw all inhabitants of the outermost wall inside Wall Rose. Of the population of 10,000, only 500 were rescued from the Vale District. The rest of them were slaughtered and devoured by the Grimm._

* * *

_(Elsewhere_…)

:D

A man in a red coat raced down the countryside on his horse driven carriage at full-speed trying to return home.

"_Summer! Yang! Ruby!_" Dr. Thorne prayed, in his thoughts. "_Girls, please be safe_!"

* * *

_**Well what do you think. If you have any ideas for any OC I could use please don't hesitate to leave them in the reviews. Yep, a T-rex Grimm takes the place of the armoured one.**_

_**The next two chapters will be shorter but focuses on the aftermath and Ruby's friends helping to pull herself together and be her old self again. Will they succeed bringing their old friend back or has she forever turned into a girl of hatred and vengence? Find out next time**_

_**Oh, one last thing: Should I make Captain Levi a Faunus?**_


	4. Chapter 4 - A Grimm Aftermath

_**Hi guys. I've kinda hit a writers block for a bit but I've finally threw something together.**_

Scourge From BloodClan: _**Sorry man this ain't a romance story. I get you, from what I gathered Titan Shifters transform by wounding themselves intentionally, usually by biting or cutting their hands, though its also a mental thing. To turn back the person can get out of the Titan via out of the nape of the neck. How the Shifters maintain their rationality is yet to be fully explained or even how they get the powers in the first place but it may depend on the person's physical and mental limits. As to how this relates to my story in Grimm version... you'll just have to wait and see...**_

Necrofantasia: _**Yep it ceratainly would, I might put in the lyrics in later chapters. Your right Ruby will never truly be her old self again with her innocence gone but her friends help her broaden her goals which will be revealed in the next chapter. She'll still have her love for Dust Weapons, be uncomfortable around new people, be a bit naive at times, have her strong sense of justice and occasionally fangirl at her idols at times. As you said, Ruby can at times now be cold and cynical to those she doesn't like. You were bang on about tech mostly used for warfare but the futher in the walls you go the more advanced the cities become. But there are no gunships and very few vehicles. Plus, you were right about Levi being a lone wolf I might make him that.**_

_**Anyways here's the next chapie.**_

* * *

**The Fall of Vale Arc**

**Chapter 4: A Grimm Aftermath – Picking up the Pieces.**

* * *

**Year 845**: The 'Leviathan' appeared out of nowhere and breaks a hole in the Vale District, sending other Grimm to enter and devoured nearly 10,000 of the citizens of Vale, both Human and Faunus alike. However, another unknown Grimm was known as the 'Durus rex' successfully breached Wall Maria. 4 hours later, Menagerie was attacked. 3 days after that, Daggerhorn. When the last District Vacuo fell within less than a month, the people came to a grim realization that these monsters will keep coming, thus leading to the name Grimm. The leading powers of Remnant convened a meeting on how to deal with this threat to both humanity and Faunus alike.

The head of the Schnee Dust Company proposed more weapon ideas, new training regimes and to dig for more Dust. Wary of another imminent attack, everyone involved went straight to work pooling their resources together to find that magic bullet. The Huntsmen and Huntresses Beacon were the only ones brave enough to hunt the Grimm down in way that would be considered too close and personal. Due to lack of any other long-term solution possible, the military abandoned the Walls of Maria. Mankind lost a third of their territory.

* * *

_It was a cold winter night. So cold you could see your breath. A little girl in a red dress walked along the thick snow with a man wearing a red jacket. What lay ahead was a dome-shaped building, appeared to be deserted for long. The two arrived at the entrance of the building; the girl in red began to have suspicions about this._

_"Daddy, I don't think we should go in there..." the girl warned. "This building seems abandoned for a long. I don't think anyone been here" the redhead inspected the ground and hesitated. She was really worried._

_"Don't worry, Ruby. I know what I'm doing" the man in red said, sweetly. The father kneeled down to her eye-level. "I know things have been difficult for the both of us but now I know how to make everything alright. Trust Daddy."_

_This reassured the 10-year old but she couldn't help but notice something odd about his smile. It seemed… off._

_Slowly, her father opened the door. Suddenly, the door slammed shut and the lights shone on the Roses as they walked down the corridor until Thorne opened another door. It was dark and cold just like outside and the doctor readied himself holding his daughter's hand._

_Here it was brighter with the white walls of the vast room and much cleaner. They had walked into a laboratory. There was a group of men and women around them wearing lab coats looking like they were preoccupied with some-kind of strange tests. Were they scientists? Doctors too, maybe? Perhaps they were her father's colleagues._

_D:_

_A clap echoed from a distance gaining everyone's attention._

_It came from a woman in lab coat Ruby couldn't help but feel that she met her before. She was fairly tall and had long flowing red hair with black streaks. Her piercing lime-green eyes were slanted and had slitted pupils. As the lady walked towards them, Ruby noticed she wore a business skirt, blue blouse, black high-heels and oval-lensed glasses. She appeared to be the leading scientist._

_Ruby suddenly backed off. The red-haired woman smiled at the little girl. She hid behind her father. With her devilish grin she stood before them. "Welcome Dr. Thorne, it's been a while. So good of you to come, I see you brought your daughter" she remarked, flashily._

_"Yes, it has been a while."_

_The scarlet woman got closer to Ruby and stared with a devious smirk on her face; easily managing to bring distrust to the girl. "Hello, there. I'll be working with you for a while" the lady stoked her hair, giving Ruby a cup of water. "I'm here to give you a better life."_

_"Um… hi?" That smile she had sent chills down the girl's spine as if saying 'I have done some scary-ass shit, stay away from me'. And her voice, it was hard for Little Red to tell if she was trying to be friendly or not, it felt like it should belong to a snake's, it was like her words where coiling around her trying to find cracks to get under her skin._

_D:_

_"Thank you for bringing me such an excellent specimen, Dr. Throne."_

_"Specimen?" questioned Ruby. "What do you mean by...? Oh no."_

_Thorne looked at his daughter who trembled in fear and hid behind him, causing the father to frown at the scientist lady._

_"Don't say 'specimen', that sound wicked" he scolded._

_"Fufufu. If you say so" she smiled_

_She dropped the cup and it collided with the floor, making an eerie cluck and roll. Ruby is speechless, unable to accept that her father brought her to these shady people. Suddenly, she was grabbed from behind by two men who brought her to an operation table in a smaller room. They held down the kicking and screaming Ruby as the scarlet woman looked on in sadistic pleasure._

_"What's going on? Daddy help!" she cried but to her surprise, he just calmly walked over to some medical equipment and prepared a syringe._

_"Ruby, don't worry" he said in a calm, eerie voice._

_D:_

_"Daddy, please make let me go!" Ruby screamed, avoiding Dr. Throne's attempts to stab her. "I don't like this! What are you trying to do?!"_

_"Just be a good girl and give me your arm!" Thorne was getting increasingly frustrated, as Ruby kept dodging the needle. "Don't be difficult, Ruby. This is no time to get squeamish!"_

_"NO! You're been acting all weird ever since mom died!" she cried, through her tears._

_That last sentence pushed him over the edge, as he grabbed her by the throat, pressing her against the table and growled angrily. "JUST YOUR SHUT YOUR DAMN MOUTH!"_

_"Let me go dad, *hic* please" she begged. "You're hurting me!"_

_"You're no good! You're no good like this!"_

_"What are you talking about?!" she gripped the rails so hard she left dents in them. "You're not making any sense!"_

_"Don't forget the key! You must make it there, Ruby! But until then-!"_

_DX_

_Shots of various different things were scattered throughout her mind…_

_Family secret…_

_Basement key…_

_Luna…_

_Get stronger…_

_Perfect being…_

_To become a Queen…_

_Silver eyes filled with pain…_

_Screams of agony…_

_…And a bloodbath_

_DX_

_"**Grrrrrrr! RAAAAAAAAAAAAAAAAAAAAAAAAHHHH!**"_

xxxx

"_Lassie! Lassie, wake up!_"

Suddenly, Ruby woke up with a yelp. She was sweating profusely and had tears flowing freely down her face. Panting, she looked around to find herself in a small abandoned building for the night surrounded by two familiar faces. It wasn't something that would stay private for them as many of the refugees were still coming to Trost, so they had to enjoy the peace while it lasts.

Ruby identified that it was early in the morning as the shad barely risen and it seemed the two just got out of bed. They had been able to find some discarded blankets that were sufficient enough to keep them comfortable while sleeping on the floor. In the corners of the room they had some lanterns lit up that enabled some light to penetrate the darkness in the room. Ruby looked to his right where her older sister slept. She slept on a large red blanket and wrapped herself tightly to keep warm but the redhead could see they were shivering slightly.

"Little Lassie, are you alright?!" it was an old man's voice getting her attention. "You were crying and screaming in your sleep."

"Huh? Old man James?" so she had been dreaming. "I thought I saw dad."

"I'm afraid it was just a dream, my girl" he said, solemnly. "There's no sign of Dr. Thorne."

"Oh… I see…" Ruby noticed something around her neck. She was wearing a key.

:D

"My baby sis is alright!" Yang cried, as she pulled Ruby in a suffocating hug having woken up. "I was so worried when you went missing!"

"Ow, sis! Let go of me! YANG!" then she perked up. "Wait. I was missing?"

"Yes! *Sniff*. You were gone for SIX WHOLE MONTHS!" she sobbed. "*Sniff* I thought you were- *Sniff*"

She was gone for that long! But how? She certainly would've remembered.

***DONG!* *DONG!***

"We'd better go get Jaune" the ex-hunter got up, hearing the bells ring. "They're handing out today's rations."

xxxx

_(Fast forwarding a week_…)

:D

If Yang had been overprotective about her younger sister before the Grimm invaded, it was nothing compared to how protective she was now. She rarely let her out of her sight and usually it bothered her immensely but considering that she had almost been killed, had to flee from their homes and was missing for half a year, she didn't say anything... for now.

Ruby was forbidden from leaving either her room or her bed until she recovered. Yang made sure she wouldn't escape by sitting next to her. Her actions sometimes irritating but she's her sister, what could she do about it?

The Arcs often visited the girl after getting food and Lien from street performing, though only for a while. Although Ruby already recovered from her wounds, Yang insisted her to stay in her room unless she said so.

After a few convincing to her sister, Ruby was allowed to go outside if Yang or Jaune or Grandpa James tagged along. Yang caught her by the arm. "Easy there, little sister. You have to watch where you going."

"Seriously? I'm just taking a walk. I won't wander far" Ruby said flatly. She leaned on a tree trunk, trying to catch her breath.

She kept her eyes on her little sister as she leaped out of her grip. Jaune couldn't help but smile. Lately, Yang was being overprotective towards her sister. She rarely saw her wild side. Now, she was like a gentle and caring mother. The boy was able to see the soft side of her friend.

D:

The next days were madness. The dire situation humanity faced became common knowledge and were paying for their 100 years of peace. As a result of their unpreparedness against the Leviathan, all refugees were evacuated from Wall Maria to seek protection inside Wall Rose. People constantly fought for food to survive, from cutting lines to all out brawls struggling for survival. There wasn't enough food for everyone and soon people started starving. Soldiers discriminated all the evacuees that lived on the outskirts, infuriating Ruby the most. If it weren't for Yang holding her back, she would've hit all those arrogant soldiers long ago.

The place the four sheltered in used to be food reserves, the people who came by ships have now gathered here. The sisters joined up with Jaune to receive today's food rations, one tiny loaf of bread for each to last a day.

"Why do we have to give our food to these refugees?"

"Yeah! I mean, the Grimm got in anyway. They should've eaten more of them! It would've made the food shortage problem bett-GAH!"

Apparently, Ruby overheard the soldiers talking because that moment Yang's eyes left her to look for Grandpa James she stomped her way to a soldier and kicked him in his shin. She gave them an angry glare and started panting in rage, intimidating them. They didn't take it lying down of course and so pushed her in the mud in retaliation.

"You got a death wish kid?!" the Sanctum officer barked.

D:

"You have no idea… You have no goddamn idea…" she mumbled, getting everyone's attention. "YOU NEVER SAW WHAT HAPPENED WITH YOUR OWN EYES!" Ruby screamed, angrily. "YOU'VE NEVER SEEN A GRIMM BEFORE, LET ALONE EAT SOMEONE!"

A deafening silence filled the streets. Just before the policemen could retort to that, Jaune stepped in on his friend's behalf to save her.

"We're sorry, sir! Please forgive my friend!" he pleaded, not wanting a confrontation. "She's been through a lot. She lostsomeone dear to her that no one could ever replace. That's why she's been acting up, she wasn't mad at you so please don't take it personally. We promise we won't let happen again!"

The men thought about this for a moment, while noticing everyone was staring at them. They didn't want to attack a bunch of kids where there were witnesses. "Tch, whatever. Just keep that brat under control and we'll forget about it."

"You'd all be dead if it weren't for us. So be grateful!" his friend remarked, before leaving. "'I doubt there's a single person in Remnant that hasn't lost something precious but you don't hear everyone bitching about it."

If it weren't for Jaune's rescue, the whole incident would've escalated. Unfortunately, Ruby didn't see it that way as she ran from the scene fuming.

"Ruby, wait!"

xxxx

_(On the outskirts of town_…)

D:

Ruby couldn't stand it.

How could those 'soldiers' say something like that and just get away with it?! Everyone around her just got on her nerves: the police's discrimination, looters robbing the homeless of what little possessions they had, the locals not having the will to fight back at the poor treatment they were given, her friend dancing like a fool for few Lien with his old man spending most his time resting and her sister smothering her 24/7. What was worse it seemed like she was the only one who gave enough fucks about it.

Finding a field of small, twig-thin treelings, the angry redhead decided to take her frustration out on the poor plants, punching and kicking them until they broke and collapsed.

A light frown spread across Ruby's face when she heard her sister slow to a halt, while Jaune continued forward towards her. She didn't really talk well with Jaune these days. Sure, he was still one of her best friends and the redhead would give her life for the blonde boy but something had changed in their relationship. Before the Fall of Wall Maria, Ruby might've told Jaune what was wrong, if he asked that is. But now, these days – especially the last few – she hardly talked to anyone in general. Anyway, it wouldn't stop her from taking out her frustration on the poor, little saplings. After all, there were only a few left in this area. No point in leaving a job undone.

When Jaune reached where Ruby was training, she had to stop a moment to take in the scenery. He knew Ruby was strong but still… this was something else.

"Um, Ruby… Are you okay?" he asked, after finally having overcome his surprise. "What are you doing?" The silver-eyed girl only sparred a second to glance at her friend.

"Redecorating, I thought it looked a little bland out here (!)" it came wryly from the redhead, her voice seeped out cynicism. Jaune frowned; this wasn't at all like Ruby to use heavy sarcasm. "Look, I really don't want to talk about it right now. So just… just go away."

D:

The blue-eyed boy ignored the request, instead slowly walking over to one of the toppled over trees, using it as a bench. For a few minutes, he just watched as his troubled friend 'redecorated' the area. He really didn't know how to approach the subject…

"Ruby… about what happened back at there-"

"I know I overreacted. I'll apologize to those jerks properly when I get back. I'll tell everyone to suck up to pigs like them. Just to accept it (!)" as she said it, her punches and kick got stronger, fuelled by the anger she felt for what policemen had said.

It didn't go unnoticed by Jaune. He watched as another innocent tree fell before Red Riding Hood. "It really isn't like you, ya know."

"What isn't like me?" the redhead asked raising her eyebrow, getting impatient with him. She had gone out here to be _alone_. Not to chat.

"Well, this" Jaune said, motioning his hand towards the new clearing. "And starting street fights with grown-ups."

"I'm fine. Just peachy!" she failed to convince her friend. She clenched her hand into fist. Ruby began to slowly walk away. However, Jaune tried to touch her shoulder. Her rage grew and suddenly, a tree next to them was punched in half, startling her friend.

D:

This time it actually hurt her hand as she recoiled and nursed her bleeding knuckle. "Ruby, you're hurt! Let me have a look at-"

"NO! I'm fine!" the girl pulled her hand away defensively.

"No you're not!" the boy responded. "You haven't been yourself these past few days. You never smile anymore; you constantly start fights and hardly ever say anything to us. I'm really worried about you! We all are!"

Finally, Ruby stopped what she was doing and looked straight at the blonde for the first time in the clearing but without really looking, Jaune noticed. She was putting that facade up again. The same one she had used ever since she recovered. He was disheartened at the sight... she had been through so much more out of the trio and it broke his heart the fact that he could no longer see the innocence in her eyes. Her jovial silver eyes of a naïve little girl were replaced by the dark grey eyes of a cynical young woman. Even after 6 months she remembered the tragic day of her mother's death all too well. She had seen how cruel the world truy was and had now forgotten the beauty of it.

He had to do something.

"You're doing it again" Jaune knew that his friend would know what he was talking about.

D:

"Doing what, exactly?" Ruby sighed. "You know what, Jaune. Can't you just… leave?" the silver-eyed girl asked, tiredly. "Just leave me alone. I need to be _alone_."

"No. I won't." he was determined to snap Ruby out of it, whether she liked it or not.

Ruby's eyebrows' furrowed even deeper. She didn't want to get in another fight but she didn't want to talk either. "Fine then, I'll go" she sighed.

Jaune stepped in front of her. "No you won't. I can't leave you like this" Ruby just stared at him, instead of talking, Jaune grew a little desperate. "Come on Rube! Talk to me! Keeping it to yourself isn't gonna solve anything. We used to tell each other anything when something was wrong."

The redheads eyes lit up for just a second, "Hmph, 'Used to' being the keyword in that sentence."

"Ruby I'm sorry bringing it up back there" the redhead merely scoffed causing Jaune to wince. The blonde didn't _really_ say what happened technically but to Ruby he might as well have. "You haven't been the same since… 'That day'…" Ruby didn't answer. She just shuddered but wouldn't meet the blue eyes in front of her. "It still hurts doesn't it?"

"What if does?" Ruby shot back. "Anyway you had no right bringing that up back there to those asses!"

D:

Jaune threw his hands up in the air, before going through his hair. "For crying out loud, Ruby! You were starting a fight with _policeman_! You could've got sent to the big house if I didn't get involved!"

"You still had no right to tell about that! I never asked for help anyway!" Both were now shouting at each other, loudly. Jaune couldn't help but think what a good thing it was that they were so far away from civilization.

Ruby had changed significantly since the Grimm had invaded. She was more sullen and antisocial. It seemed all she cared about was killing every Grimm in existence. Jaune often heard the redhead claim that she was going to wipe out all of the Grimm. However, Ruby wasn't the only human in history to want nothing more than to erase the Grimm and there was a good reason why they couldn't pull it off.

The boy took a deep calming breath, knowing how loudly he had shouted. This wasn't helping. Right now he had to help his friend.

"Ruby, please try to understand" Jaune all but pleaded. "Ever since you went missing everyone was heartbroken. Yang spent day and night asking anyone that might have seen you. You have no idea how many times she cried herself to sleep. Your Uncle Qrow searching for you, even ignoring his superior's orders to do so. I could barely get any sleep wondering what happened to you. I was staring to think the worst had happened. We were all so relieved when we found alive but... it seems part was already left behind."

Ruby looked at Jaune surprised by what he said and what they had been through. She now had a good idea what to do now. Jaune was hoping he had gotten through to her but the response he got was the little girl kissing her teeth before walking away.

D:

Jaune felt sorrow swell up in him again. This was proving more difficult than he had thought. They had been there for each other for years. He loved her redheaded friend but this was just- he didn't know what this was.

"Ruby, don't be like that. You know Jaune didn't explain what happened to the police to hurt you" it came from Yang. The Arc boy berated himself: he hadn't even recognised her coming. Guess she decided that she had stayed out of it long enough and now wanted to intervene. "He's already apologised, hasn't he?"

The older sister slowly walked closer, intending to calm down the two. It was clear she agreed with Jaune and wanted to bring Ruby back to her senses. But the 10-year old was having none of it and took a step back.

The Rose girl turned a glare at her sister. "It doesn't matter if he did or not! The fact is it was _not_ Jaune's place to tell what to me."

"Well, were you going to tell me why you suddenly attacked a man from the Sanctum Police? Were you going to tell me why you could've jeopardized our chances of getting any food given the delicate nature of our situation?" Yang asked plainly, showing how much she felt about that particular subject. Ruby just avoided eye-contact, suddenly finding one of the loose stones on the earth very interesting. "I didn't think so."

"Well, I'm _so_ happy we straightened that out" Ruby shot at them before turning around, heading away from town.

D:

Then Yang felt anger built deep inside her, both directed at her sister who was storming away and at herself: Her for acting this way in the first place and herself for not being able to figure out how to solve this. She made a grab for her arm. "Ruby, this isn't normal for you to-"

"Normal? Normal?! What's normal about any of this?!" Ruby yelled, yanking her arm out of Yang's grip. "We lost mom! We lost our homes! We lost our friends! How can either of you know of a way to possibly make things _normal_?! Even if I talked to about how I felt, how are you going to fix it? Go ahead tell me!"

A deafening silence filled the area as the blondes looked at each other unsure how to answer.

"That's right" Ruby looked away from those desperate, sympathetic eyes, not wanting her friend to see the pain she was feeling and started walking away. "Nothing will be the same again..."

"Ruby, where are you even going?"

"I know how to solve all our problems. I'm going back inside Wall Maria and kill off all the Grimm" she said, to the two confronting her.

D:

"Ruby, you can't serious" Jaune said softly, in disbelief.

"I've never been more serious in my life!" Ruby replied immediately and walked back towards him. "I'm not like those Sanctum Police assholes who only act tough when protected by the wall! I don't need this!" The redhead threw her share of bread at Jaune that she had kept in her pocket.

The blonde boy almost let it fall onto the ground. "Ruby, what are you doing? That's all the food we're getting today, you'll starve!"

"Doesn't it get on your nerves?" she shouted, angrily. "We can't do anything if we live off pity from people like them!"

"Well, maybe we can't make things go back to the way things were but what you're trying to do is just as impossible! You can't defeat them all by yourself!" the older boy countered. "Our only choice is to live inside the Walls. If you do anything rash, you'll die just like everyone else!"

"So that's why you're sucking up to those people?! Don't you have any shame?!" she accused, grabbing his collar pinning in against a rock.

"Oh c'mon Rube, that's not fair! It's not like we're doing it because we like it, it's because it's the only thing we can do to stay ali-."

DX

"THAT'S NO EXCUSE!" she snapped harshly, tightening her grip and eyes full of outrage. "DON'T YOU EVER GET SICK OF BEING A PATHETIC WEAKLING THAT NEVER STANDS UP TO THOSE WHO SPIT ON YOU?!"

Jaune was taken back, clearly hurt by his friend's hurtful words. "I-I…"

"I'D RATHER DIE THAN LEECH OFF OF-!"

***Smack!***

Before the redhead could say anything else, Ruby found herself being slapped. Hard. The sound echoed in the field they were standing in. it took the 10-year old a few seconds to register what just happened and slowly turned to the one responsible.

"Y-Yang…"

"That's the only thing we can do right now" her sister told, as the 10-year old cradled her redden cheek. "We're still just kids; we don't even have chance to kill a single Grimm with all us combined" Yang continued, putting Ruby in her place. "We could try but we'd just get ourselves killed. If you wanna slay Grimm, you'll have to get stronger. But until then you have to put up with swallowing you pride. Yeah it sucks but don't take your anger out on your friends! The lives of those who died so that we could live would go to waste if you die. Your mother's sacrifice to save you would've been meaningless. You still have to live Ruby, for the people who died and for the friends who care about you! Giving up your life like that would be like spitting them in the face to all of them!" she scolded, remembering Summer's words to take care of her daughter.

:D

Ruby was left astonished. She never thought of it that way.

With little red off him, Jaune acquiesced. "We can't escape from the Grimm or leave the city by ourselves. Even the food we eat is from someone else. What's important right now is staying alive, just like your mother said."

Yang walked forward, took the bread from Jaune's arms and shoved the piece of food into Ruby's mouth, who gasped in surprise. "Eat and survive. I won't let you starve to death."

Tears leaked from Ruby's eyes in submission. "Why? *hic* Why do bad things *hic* have to *hic* us? *hic* Why is the world so rotten?"

Deciding not to hold a grudge against her, Jaune stroked her hair in comfort. "I dunno Ruby. I wish I knew."

"Kids? Is that you?" a warm voice of concern got the kids' attention.

"Uncle Qrow?"

xxxx

_(The next day_…)

:D

Ruby groaned as she continued to walk after her uncle, Yang and the Arcs was beside her just as annoyed as the redhead. They had been walking for hours and were all hungry; they didn't even know how far they walked in Wall Rose. However, the Signal Guard seemed chipper. How? No freaking idea. He was just chipper as he walked along.

He had made small talk about a few things as they had walked, mostly about political crap he had learned about and explained the three different factions of the military to the kids, starting with the Sanctum Police, then the Signal Guards and finally the Beacon Corps. However, Ruby didn't pay much attention and hardly said anything since they set out to find the place her uncle bought.

"Uncle Qrow, we've been walking for hours and its getting dark, are we there yet?" Yang asked, with her exhaustion showing in her voice.

"Almost there now" Qrow simply hummed out. "Just a little bit longer."

"You've been saying that for 6 hours, now" Ruby mumbled.

Everyone groan groaned silently as the sky above started to darken, the moon coming up over the land illuminating the darkened landscape slightly.

"And we're here!" the group stopped and looked around. There was nothing. Ok, that wasn't the truth; there was a small shack and the ruins of an old house.

XD

"You've gotta be kidding" Ruby murmured, turning to her Uncle. It looked like if a butterfly landed on the hut it'd fall to pieces.

"I said it needed work, I never said how much" the old man chuckled, nervously.

Grandpa James walked into the ruins of the house, it had obviously collapsed in on itself some time ago and the years of disuse had simply made it worse. Raising a hand to his forehead, the old man turned and looked back at his fellow companions.

"It's, um, not what I was expecting" Yang started.

"It's, er, not so bad" Jaune said, timidly.

"It's better than nothing, I guess" James added.

"It's a dump" Ruby said flatly.

Everyone else sigh in agreement.

XD

"I guess it does need some fixing, this is going to take a lot of time and materials, though" Qrow told them.

"What you're a carpenter now, too?" his niece questioned.

"No but with my magic touch I'm sure I can make it home sweet home" he said, walking back towards them to see Grandpa James having set up several pieces of wood that had been scattered around, some even parts from the house itself. Using a lighter, the ex-huntsman ignited the flames making Ruby sigh. Weren't they supposed to be lying low, you know, not attracting thieves?

"Don't worry. I picked this place because there isn't anything around for miles" Qrow explained, as he raised his hands up to warm them over the flames, the others walked over and sitting down next to the fire. "So, what's been happening with you guys in this crazy world?" he asked, trying to break the ice.

"We were coming to find you but little Ruby got separated from us" Grandpa James sighed, as he looked up at the star filled sky with said girl shifting her eyes away. "Unfortunately, it doesn't look appear she's going to remember what happened to her anytime soon."

D:

Qrow frowned as he stared down into the flickering flames. "I'm sorry I couldn't reach you guys sooner."

The two blondes exchanged a glance. "Well..." Jaune mumbled. "We're not alone at least."

"That's true" nodded Yang. "Don't worry too much Uncle Qrow, we've somehow gotten through the worst of it."

"Yeah but he'd probably be successful" Ichigo muttered making Rukia laugh lightly.

"One day, I'll help you rebuild all your lives. I'll just need time" the dusty crow assured them. "I guess we start rebuilding it tomorrow."

"What about food?" Jaune asked. "I'm starving as it is and with the food shortage it's only going to get worse" he mumbled rubbing his stomach.

:D

"We can figure that out in the morning" the Sergeant told them. "We should rest for the night, don't worry we shouldn't have any complications through the night. I doubt any wolves are going to be showing up again anytime soon. At least I hope they don't."

"That's really reassuring Uncle (!)" Ruby breathed out as she laid down, her back to the fire. "Can we make it so we're actually sleeping inside tomorrow? I'm sick of camping."

"This is what you call camping?" Jaune questioned. "Last night you slept in a tree."

"Oh be quiet. I'm too tired to argue" Ruby yawned out as she closed her eyes, moving away from the group to a more isolated position.

Yang felt the slight breeze as it blew across the field, the light smell of smoke from the fire entering her nose making her open her eyes to see the moon already rising overhead. He raised her head and looked around. Ruby was now fast asleep where she lay and her belongings lay next to her. Her violet glanced over the smoking embers of their fire to see Qrow looking up at the sky a thoughtful look on his face.

"I messed up, didn't I? By letting her down."

The old Arc's eyes softened as he looked at his companion. This wasn't the 47-year old veteran huntsman of the Signal Guards he was looking at; this was the 6-year old insecure boy he first met.

D:

"I can't say for sure, since I wasn't there" the old man said, as he leaned back and lit his pipe. "All I know it is hard these past months, I know that all too well" James answered, remembering the old friends he had lost That Day. "But Ruby hasn't had it easy, either. She's a tough cookie and she has good intentions but she is still a girl – a child –, no matter how strong she is. She's lucky to have me, Jaune and Yang to look out for her."

"Yeah, except she's been distancing herself away from us, too" noted Jaune, solemnly.

"I wish I knew how to get her out of her funk" Yang, said before she had an idea. "Hang on. Do you know what day is it tomorrow?"

"Tuesday" Jaune answered.

"No, no, no. I mean don't you remember it's supposed to be a special day for certain someone?" she pointed, to her sister. It took the men half a minute to get what she was trying to say.

They huddled together and made whispering noises not to wake the youngest. Whilst this was going on the former beacon huntsman couldn't help but notice something.

"_That's strange. The amount of Aura in the air around us dropped by at least 50% the moment little red moved away from us_…"

* * *

_**So guys what do you think? I hope I didn't make them too OOC. I wasn't too sure about the confrontation scene with the trio but what do you think guys?**_

_**Any new ideas for my story are welcome. See ya!**_


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